V. F. CORPORATION...The aggregate market value of Common Stock held by non-affiliates of V.F....

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 28, 2020or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______

Commission file number: 1-5256

V. F. CORPORATION(Exact name of registrant as specified in its charter)

Pennsylvania 23-1180120(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number)

8505 E. Orchard RoadGreenwood Village, Colorado 80111

(Address of principal executive offices)(720) 778-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:(Title of each class) (Trading Symbol(s)) (Name of each exchange on which registered)

Common Stock, without par value, stated capital $.25 per share VFC New York Stock Exchange0.625% Senior Notes due 2023 VFC23 New York Stock Exchange0.250% Senior Notes due 2028 VFC28 New York Stock Exchange0.625% Senior Notes due 2032 VFC32 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of

this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑The aggregate market value of Common Stock held by non-affiliates of V.F. Corporation on September 28, 2019, the last day of the registrant’s second fiscal quarter, was

approximately $31,443,000,000 based on the closing price of the shares on the New York Stock Exchange.As of April 25, 2020, there were 388,852,822 shares of Common Stock of the registrant outstanding.

Documents Incorporated By ReferencePortions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on July 28, 2020 (Item 1 in Part I and Items 10, 11, 12, 13 and 14 in Part III), which

definitive Proxy Statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.This document (excluding exhibits) contains 115 pages.

VF CORPORATIONTABLE OF CONTENTS

PAGE NUMBERFORWARD-LOOKING STATEMENTS 1

PART I ITEM 1. Business 1ITEM 1A. Risk Factors 8ITEM 1B. Unresolved Staff Comments 17ITEM 2. Properties 18ITEM 3. Legal Proceedings 18ITEM 4. Mine Safety Disclosures 18PART II ITEM 5. Market for VF's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities 19ITEM 6. Selected Financial Data 21ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 47ITEM 8. Financial Statements and Supplementary Data 48ITEM 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosures 48ITEM 9A. Controls and Procedures 48ITEM 9B. Other Information 48PART III ITEM 10. Directors, Executive Officers and Corporate Governance 49ITEM 11. Executive Compensation 49

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 49

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 49ITEM 14. Principal Accounting Fees and Services 49PART IV ITEM 15. Exhibits and Financial Statement Schedules 50ITEM 16. 10-K Summary 53 Signatures 54

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FORWARD-LOOKING STATEMENTSCertain statements contained herein, as well as in other filings that VF makes with the Securities and Exchange Commission ("SEC") and other written and oral informationVF releases, regarding VF’s future performance constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities LitigationReform Act of 1995. Forward-looking statements are made based on VF’s current expectations and beliefs concerning future events impacting VF and therefore involverisks and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and “may,” and otherwords and terms of similar meaning or use of future dates. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding VF’s plans, objectives, projections and expectations relating to VF’s operations or financial performance, and assumptions related theretoare forward-looking statements. VF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise, except as required by law. Known or unknown risks, uncertainties or other factors that could cause the actual results of operations or financial conditionof VF to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those described as “Risk Factors” in Item 1A ofthis Annual Report on Form 10-K and other reports VF files with the SEC.

PART I

ITEM 1. BUSINESS.V.F. Corporation, founded in 1899, is one of the world's largest apparel, footwearand accessories companies connecting people to the lifestyles, activities andexperiences they cherish most through a family of iconic outdoor, active andworkwear brands. Unless the context indicates otherwise, the terms “VF,” the"Company,” “we,” “us,” and “our” used herein refer to V.F. Corporation and itsconsolidated subsidiaries.

Unless otherwise noted, all discussion below, including amounts and percentagesfor all periods, reflect the results of operations and financial condition from VF’scontinuing operations. As such, both the Jeans business subject to the spin-offcompleted May 22, 2019 and the Occupational Workwear business that met theheld-for-sale and discontinued operations criteria during the three months endedMarch 28, 2020 have been excluded.

VF’s diverse portfolio meets consumer needs across a broad spectrum of activitiesand lifestyles. Our ability to connect with consumers, as diverse as our brandportfolio, creates a unique platform for sustainable, long-term growth. Our long-term growth strategy is focused on four strategic choices:

• Drive and optimize our portfolio. Investing in our brands to realize theirfull potential, while ensuring the composition of our portfolio positions us towin in evolving market conditions;

• Distort investments to Asia. Investing in and scaling our business acrossthe Asia-Pacific region, especially China, to unlock growth opportunities forour brands in this fast-growing region;

• Elevate direct channels. Investing in our direct-to-consumer business tomake it the pinnacle expression of our brands, and prioritizing servingconsumers through e-commerce and digitally enabled transactions; and,

• Accelerate our consumer-minded, retail-centric, hyper-digital businessmodel transformation. Becoming consumer- and retail-centric to meet andexceed consumers' needs across all channels, and operate our businessdifferently - from the design studio to the factory floor to the point of sale - bythinking and acting more like a vertical retailer.

VF is diversified across brands, product categories, channels of distribution,geographies and consumer demographics. We own abroad portfolio of brands in the outerwear, footwear, apparel, backpack, luggageand accessories categories. Our largest brands are Vans®, The North Face®,Timberland® and Dickies®.

Our products are marketed to consumers through our wholesale channel, primarilyin specialty stores, department stores, national chains, mass merchants,independently-operated partnership stores and with strategic digital partners. Ourproducts are also marketed to consumers through our own direct-to-consumeroperations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms. Revenues from the direct-to-consumerbusiness represented 41% of VF’s total Fiscal 2020 revenues. In addition to sellingdirectly into international markets, many of our brands also sell products throughlicensees, agents and distributors. In Fiscal 2020, VF derived 59% of its revenuesfrom the Americas region, 28% from the Europe region and 13% from the Asia-Pacific region.

To provide diversified products across multiple channels of distribution in differentgeographic areas, we primarily rely on our global sourcing of finished goods fromindependent contractors. We utilize state-of-the-art supply chain technologies forinventory replenishment that enable us to effectively and efficiently get the rightassortment of products that match consumer demand.

The chief operating decision maker allocates resources and assessesperformance based on a global brand view which represents VF's operatingsegments. Global brands have been combined into reportable segments based onsimilar economic characteristics and qualitative factors. The reportable segmentsfor financial reporting purposes have been identified as: Outdoor, Active and Work.

VF Corporation Fiscal 2020 Form 10-K 1

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The following table summarizes VF’s brands by reportable segment:

REPORTABLE SEGMENT BRANDS PRIMARY PRODUCTSOutdoor The North Face® High performance outdoor apparel, footwear, equipment, accessories Timberland® Outdoor lifestyle footwear, apparel, accessories

Icebreaker® High performance apparel based on natural, plant-based and recycled fibers

Smartwool® Performance merino wool and other natural fibers-based apparel and accessories

Altra® Performance-based footwear

Active Vans® Youth culture/action sports-inspired footwear, apparel, accessories Kipling® Handbags, luggage, backpacks, totes, accessories

Napapijri® Premium outdoor apparel, footwear, accessories

Eastpak® Backpacks, luggage

JanSport® Backpacks, luggage

Eagle Creek® Luggage, backpacks, travel accessories

Work Dickies® Work and work-inspired lifestyle apparel and footwear

Timberland PRO® Protective work footwear, work and work-inspired lifestyle apparel

Financial information regarding VF’s reportable segments is included in Note 20 to the consolidated financial statements.

OUTDOOR SEGMENT

Our Outdoor segment is a group of authentic outdoor-based lifestyle brands.Product offerings include performance-based and outdoor apparel, footwear andequipment.

The North Face® is the largest brand in our Outdoor segment. The North Face®brand features performance-based apparel, outerwear, sportswear and footwearfor men, women and children. Its equipment line includes tents, sleeping bags,backpacks and accessories. Many of The North Face® products are designed forextreme winter sport activities, such as high altitude mountaineering, skiing,snowboarding, and ice and rock climbing. The North Face® products are marketedglobally, primarily through specialty outdoor and premium sporting goods stores,independent distributors, independently-operated partnership stores, concessionretail stores, over 200 VF-operated stores, on brand websites with strategic digitalpartners and online at www.thenorthface.com.

T h e Timberland® brand offers outdoor, adventure-inspired lifestyle footwear,apparel and accessories that combine performance benefits and versatile stylingfor men, women and children. We sell Timberland® products globally throughchain, department and specialty stores, independent distributors and licensees,independently-operated partnership stores, concession retail stores, over 230 VF-operated stores, on brand websites with strategic digital partners and online atwww.timberland.com.

The Icebreaker® brand specializes in performance apparel and accessories basedon natural fibers, including Merino wool and other plant-based fibers. Icebreaker®products are sold globally through premium outdoor and specialty stores,independent distributors, over 30 VF-operated stores, on brand websites withstrategic digital partners and online at www.icebreaker.com.

The Smartwool® brand offers active outdoor consumers a premium, technicallayering system of merino wool socks, apparel and accessories that are designedto work together in fit, form and function. Smartwool® products are sold globallythrough premium outdoor and specialty stores, independent distributors, on brandwebsites with strategic digital partners and online at www.smartwool.com.

Altra® is a performance-based footwear brand primarily in the road and trailrunning categories. Altra® products are sold through premium outdoor andspecialty stores, independent distributors, on brand websites with strategic digitalpartners and online at www.altrarunning.com.

We expect continued long-term growth in our Outdoor segment as we focus onproduct innovation, extend our brands into new product categories, grow ourdirect-to-consumer business including our digital presence, expand wholesalechannel partnerships, develop geographically and acquire additional brands.

2 VF Corporation Fiscal 2020 Form 10-K

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ACTIVE SEGMENT

Our Active segment is a group of activity-based lifestyle brands. Product offeringsinclude active apparel, footwear and accessories.

Vans® is the largest brand in our Active segment. The Vans® brand offersperformance and casual footwear and apparel targeting younger consumers that sitat the center of action sports, art, music and street fashion. Vans® products areavailable globally through chain stores, specialty stores, independent distributorsand licensees, independently-operated partnership stores, concession retail stores,more than 700 VF-operated stores, on brand websites with strategic digitalpartners and online at www.vans.com.

Kipling® branded handbags, luggage, backpacks, totes and accessories are soldglobally through department, specialty and luggage stores, independently-operatedpartnership stores, independent distributors, concession retail stores, more than75 VF-operated stores, on brand websites with strategic digital partners and onlineat www.kipling.com.

The Napapijri® brand offers outdoor-inspired casual outerwear, sportswear andaccessories at a premium price. Products are marketed to men, women andchildren primarily in Europe. Products are sold in department and specialty stores,independently-operated partnership stores, concession retail stores, independentdistributors, more than 25 VF-operated stores,

on brand websites with strategic digital partners and online at www.napapijri.com.

Eastpak® backpacks, travel bags and luggage are sold primarily throughdepartment and specialty stores across Europe, on brand websites with strategicdigital partners, throughout Asia by distributors and online at www.eastpak.com.

JanSport® backpacks and accessories are sold in North America, throughdepartment, office supply and chain stores, as well as sports specialty stores andindependent distributors. JanSport® products are also sold on brand websites withstrategic digital partners and online at www.jansport.com.

Eagle Creek® adventure travel gear products include luggage, backpacks andaccessories sold through specialty luggage, outdoor and department storesprimarily in North America, on brand websites with strategic digital partners andonline at www.eaglecreek.com.

We expect continued long-term growth in our Active segment as we focus onproduct innovation, extend our brands into new product categories, grow ourdirect-to-consumer business including our digital presence, expand wholesalechannel partnerships, develop geographically and acquire additional brands.

WORK SEGMENT

Our Work segment consists of work and work-inspired lifestyle brands with productofferings that include apparel, footwear and accessories.

Dickies® is the largest brand in our Work segment. The Dickies® brand is a leaderin authentic, functional, durable and affordable workwear and has expanded toproduce work-inspired, casual-use products. Dickies® products are availableglobally through mass merchants, specialty stores, independent distributors andlicensees, independently-operated partnership stores, concession retail stores,more than 25 VF-operated stores, on brand websites with strategic digital partnersand online at www.dickies.com.

The Timberland PRO® brand offers work and work-inspired products that providecomfort, durability and performance.

Timberland PRO® products are available through specialty stores, chain stores,independent distributors, on brand websites with strategic digital partners andonline at www.timberland.com. Timberland PRO® products are also available inmost domestic VF-operated Timberland® stores.

We believe there is a strategic opportunity for growth in our Work segment in bothexisting and future markets and all channels and geographies by introducinginnovative products that address workers’ desires for increased comfort andperformance, combined with our increased presence in the retail workwear marketand work-inspired lifestyle product offerings.

DIRECT-TO-CONSUMER OPERATIONS

Our direct-to-consumer business includes retail stores, brand e-commerce sites,concession retail locations and other digital platforms. Direct-to-consumerrevenues were 41% of total VF revenues in the year ended March 2020.

Our full-price retail stores allow us to display a brand’s full line of products withfixtures and imagery that support the brand’s positioning and promise toconsumers. These experiences provide high visibility for our brands and productsand enable us to stay close to the needs and preferences of our consumers. Thecomplete and impactful presentation of products in our stores also helps toincrease sell-through of VF products at our wholesale customers due to increasedbrand awareness, education and visibility. VF-operated full-price stores generallyprovide gross margins that are well above VF averages.

In addition, VF operates outlet stores in both premium outlet malls and moretraditional value-based locations. These outlet stores carry merchandise that isspecifically designed for sale in our outlet stores and serve an important role in ouroverall inventory management and profitability by allowing VF to sell a significantportion of excess, discontinued and out-of-season products at better prices thanotherwise available from outside parties, while maintaining the integrity of ourbrands.

Our growing global direct-to-consumer operations included 1,379 stores at the endof Fiscal 2020. We operate retail store locations for the following brands: Vans®,Timberland®, The North Face®, Kipling®, Dickies®, Napapijri® and Icebreaker®.Approximately 56% of our stores are located in the Americas region (50% in theU.S.), 25% in the Europe region and 19% in the Asia-Pacific region. We


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opened 102 stores during Fiscal 2020, concentrating on the brands with thehighest retail growth potential: Vans® and The North Face®. Additionally, we haveapproximately 800 concession retail stores located principally in Europe and Asia.

E-commerce represented approximately 28% of our direct-to-consumer businessin the year ended March 2020. All VF brands are marketed online. We continue toexpand our e-commerce initiatives by rolling out additional, country-specific brandsites in Europe and Asia, which enhances our ability to deliver a superior, localizedconsumer experience. We also continue to increase focus on digital innovation andgrowth across other digital platforms.

We expect our direct-to-consumer business to continue growing as we accelerateour consumer-minded, retail-centric, hyper-digital business model transformation.

In addition to our direct-to-consumer operations, our licensees, distributors andother independent parties own and operate approximately 3,000 partnership stores.These are primarily mono-brand retail locations selling VF products that have theappearance of VF-operated stores. Most of these partnership stores are located inEurope and Asia, and are concentrated in the Timberland®, The North Face®,Vans®, Dickies®, Kipling® and Napapijri® brands.

LICENSING ARRANGEMENTS

As part of our strategy of expanding market penetration of VF-owned brands, weenter into licensing agreements with independent parties for specific apparel andcomplementary product categories when such arrangements provide moreeffective manufacturing, distribution and marketing than could be achievedinternally. We provide support to these business partners and ensure the integrityof our brand names by taking an active role in the design, quality control,advertising, marketing and distribution of licensed products.

Licensing arrangements relate to a broad range of VF brands. License agreementsare for fixed terms of generally 3 to 5 years, with conditional renewal options. Eachlicensee pays royalties to VF based on its sales of licensed products, with mostagreements providing for a minimum royalty requirement. Royalties generallyrange from 4% to 10% of the licensing partners’ net licensed products sales.Royalty income was $57.4 million in the year ended March 2020 (less than 1% oftotal revenues), primarily from the Vans®, Dickies® and Timberland® brands.

MANUFACTURING, SOURCING AND DISTRIBUTION

Product design and innovation, including fit, fabric, finish and quality, are importantelements across our businesses. These functions are performed by employeeslocated in our global supply chain organization and our branded business unitsacross the globe.

VF’s centralized global supply chain organization is responsible for producing,procuring and delivering products to our customers. VF is highly skilled inmanaging the complexities associated with our global supply chain. In the yearended March 2020, VF sourced or produced approximately 364 million unitsspread across our brands. Our products were obtained from approximately 300independent contractor manufacturing facilities in approximately 40 countries andfrom 4 VF-operated manufacturing facilities. Additionally, we operate 23 distributioncenters and 1,379 retail stores. Managing this complexity is made possible by theuse of a network of information systems for product development, forecasting,order management and warehouse management, along with our core enterpriseresource management platforms.

In the year ended March 2020, 94% of our units were obtained from independentcontractors and 6% were manufactured in VF-owned facilities. Products obtainedfrom contractors in the Western Hemisphere generally have a higher cost thanproducts obtained from contractors in Asia. However, contracting in the WesternHemisphere gives us greater flexibility, shorter lead times and allows for lowerinventory levels for the U.S. market. The use of contracted production with differentgeographic regions and cost structures, provides a flexible approach to productsourcing. We will continue to manage our supply chain from a global perspectiveand adjust as needed to changes in the global production environment.

Independent contractors generally own the raw materials and ship finished, ready-for-sale products to VF. These contractors are engaged through VF sourcing hubsin Hong Kong (with satellite offices across Asia) and Panama. These hubs areresponsible for managing the manufacturing and procurement of product, supplieroversight, product quality assurance, sustainability within the supply chain,responsible sourcing and transportation and shipping functions. In addition, ourhubs leverage proprietary knowledge and technology to enable certain contractorsto more effectively control costs and improve labor efficiency.

Management continually monitors political risks and developments related toduties, tariffs and quotas. We limit VF’s sourcing exposure through, among othermeasures: (i) diversifying production among countries and contractors, (ii) sourcingproduction to merchandise categories where product is readily available, and(iii) sourcing from countries with tariff preference and free trade agreements. VFdoes not directly or indirectly source products from suppliers in countries that areprohibited by the U.S. State Department.

No single supplier represented more than 7% of our total cost of goods sold duringFiscal 2020.

VF operates manufacturing facilities in Mexico, Honduras and the DominicanRepublic, which are used to produce a portion of footwear and other products. Forthese owned production facilities, we purchase raw materials from numerous U.S.and international suppliers to meet our production needs. Raw materials includeproducts made from cotton, leather, rubber, wool, synthetics and blends of cottonand synthetic yarn, as well as thread and trim (product identification, buttons,zippers, snaps, eyelets and laces).


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In some instances, we contract the sewing of VF-owned raw materials into finishedproduct with independent contractors. Fixed price commitments for fabric andcertain supplies are generally set on a quarterly basis for the next quarter’spurchases.

The VF-operated production facilities, as well as all independent contractorfacilities that manufacture VF products, must comply with VF’s Global CompliancePrinciples. These principles, established in 1997 and consistent with internationallabor standards, are a set of strict standards covering legal and ethical businesspractices, worker age, work hours, health and safety conditions, environmentalstandards and compliance with local laws and regulations. In addition, our ownedfactories must also undergo certification by the independent, nonprofitorganization, Worldwide Responsible Accredited Production (“WRAP”), whichpromotes global ethics in manufacturing.

VF, through its contractor monitoring program, audits the activities of theindependent businesses and contractors that produce VF products at locationsacross the globe. Each of the approximately 300 independent contractor facilities,including those serving our independent licensees, must be pre-certified beforeproducing VF products. This pre-certification includes passing a factory inspectionand signing a VF Terms of Engagement agreement. We maintain an ongoing auditprogram to ensure compliance with these requirements by using dedicated internalstaff and externally contracted firms. Additional information about VF’s Code of

Business Conduct, Global Compliance Principles, Terms of Engagement andEnvironmental Compliance Guidelines, along with a Global Compliance Report, isavailable on the VF website at www.vfc.com.

VF did not experience difficulty in fulfilling its raw material and contractingproduction needs during Fiscal 2020. Absent any material changes, VF believes itwould be able to largely offset any increases in product costs through (i) thecontinuing shift in the mix of its business to higher margin brands, geographies andchannels of distribution, (ii) increases in the prices of its products, and (iii) costreduction efforts. The loss of any one supplier or contractor would not have asignificant adverse effect on our business.

Product is shipped from our independent suppliers and VF-operated manufacturingfacilities to distribution centers around the world. In some instances, product isshipped directly to our customers. Most distribution centers are operated by VF,and some support more than one brand. A portion of our distribution needs are metby contract distribution centers.

Our largest distribution centers are located in Visalia, California and Prague, CzechRepublic. Additionally, we operate 21 other owned or leased distribution centersprimarily in the U.S., but also in Belgium, Canada, China, Mexico, the Netherlandsand the United Kingdom.

SEASONALITY

VF’s quarterly operating results vary due to the seasonality of our individualbrands, and are historically stronger in the second half of the calendar year. On aquarterly basis in Fiscal 2020, revenues ranged from a low of 20% of full yearrevenues in the first fiscal quarter to a high of 30% in the second fiscal quarter,while operating margin ranged from a low of -12% in the fourth fiscal quarter to ahigh of 17% in the second fiscal quarter. This variation results primarily from theseasonal influences on revenues of our Outdoor segment, where 13% of thesegment’s revenues occurred in the first fiscal quarter compared to 33% in thesecond fiscal quarter of Fiscal 2020. The fourth fiscal quarter results were alsonegatively impacted by the novel coronavirus ("COVID-19") global pandemic. Withchanges in our mix of business and the growth of our retail

operations, historical quarterly revenue and profit trends may not be indicative offuture trends.

Working capital requirements vary throughout the year. Working capital typicallyincreases early in the calendar year as inventory builds to support peak shippingperiods and then moderates later in the year as those inventories are sold andaccounts receivable are collected. Cash provided by operating activities issubstantially higher in the second half of the calendar year due to higher netincome during that period and reduced working capital requirements, particularlyduring the fourth quarter of the calendar year.

ADVERTISING, CUSTOMER SUPPORT AND COMMUNITY OUTREACH

During the year ended March 2020, our advertising and promotion expense was$756.3 million, representing 7% of total revenues. We advertise in consumer andtrade publications, on radio and television and through digital initiatives includingsocial media and mobile platforms on the Internet. We also participate incooperative advertising on a shared cost basis with major retailers in print anddigital media, radio and television. We sponsor sporting, musical and specialevents, as well as athletes and personalities who promote our products. Weemploy marketing sciences to optimize the impact of advertising and promotionalspending, and to identify the types of spending that provide the greatest return onour marketing investments.

We provide advertising support to our wholesale customers, including independentpartnership stores, in the form of point-of-sale fixtures and signage to enhance thepresentation and brand image of our products. We also participate in shop-in-shops and

concession retail arrangements, which are separate sales areas dedicated to aspecific VF brand within our customers' stores and other locations, to helpdifferentiate and enhance the presentation of our products.

We contribute to incentive programs with our wholesale customers, includingcooperative advertising funds, discounts and allowances. We also offer salesincentive programs directly to consumers in the form of discounts, rebates andcoupon offers that are eligible for use in certain VF-operated stores, brand e-commerce sites and concession retail locations.

In addition to sponsorships and activities that directly benefit our products andbrands, VF and its associates actively support our communities and variouscharities. For example, The North Face® brand has committed to programs thatencourage and enable outdoor participation, such as The North Face EnduranceChallenge® and The North Face Explore Fund™ programs.


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The Timberland® brand has a strong heritage of volunteerism, including the Pathof Service™ program that offers full-time employees up to 40 hours of paid time offa year to serve their local communities through global service events such asEarth Day in

the spring and Serv-a-palooza in the fall. The Vans® brand has hosted Vans®Gives Back Day events in which all employees at the brand's headquarters spendthe day volunteering in the community.

SUSTAINABILITY

VF is one of the world’s largest apparel, footwear and accessories companies. Assuch, we have both an opportunity and responsibility to make a positive impact onour industry and planet through advancing sustainable business practices. VFplans to achieve significant progress in several key areas of sustainability,including people, products, supply chains, materials and facilities, to create apositive global impact.

VF’s Sustainability & Responsibility strategy, Made for Change, targets three keypillars to drive transformational change and create value for our business. Thestrategy is focused on new circular and sustainable business models to (i) harnessretail opportunities in new sectors, (ii) scale foundational social and environmentalprograms to lead the industry toward greater progress at a faster rate, and (iii)empower our brands, associates, and consumers to act with purpose and impactwith intention.

VF has committed to measurably improve the lives of two million supply chainworkers and others within their communities annually, by 2030. As a result, VFlaunched a Worker and Community Development Program with strategic initiativesfocused on (i) water and sanitation, (ii) health and nutrition, and (iii) childcare andeducation. These programs have already impacted more than three hundredthousand people in more than 30 factories and communities. We are alsoprioritizing transparency to ensure our global supply chain improves the lives ofpeople and the planet. In 2018, VF successfully launched traceability maps todemonstrate the end-to-end (farm-to-front door) traceability of nine iconic VF-brandproducts. In 2019, VF increased the number of published maps to 42, and willcontinue to scale traceability efforts over the next two years with a plan to enhancevisibility across all VF brands.

Aligned with our scale for good ideology, in 2019, VF announced some of theindustry’s most ambitious science-based targets. The new science-based carbonemissions targets include (i) an absolute reduction of Scope 1 and 2 greenhousegas emissions of 55 percent by 2030, from a 2017 baseline year; and, (ii) anabsolute

reduction of Scope 3 greenhouse gas emissions of 30 percent by 2030, from a2017 baseline year focusing on farm-to-retail materials, sourcing operations andlogistics.

Dedication to continued sustainability progress is particularly focused in the realmof VF product materials. VF set a goal of sourcing 50% recycled nylon andpolyester for products by 2025, with a targeted 35% reduction in negative impact ofkey materials. VF also pledged to not use fur in any of our products, in support ofnewly released Animal Derived Materials & Forest Derived Materials policies. InDecember 2019, the Company created a new sustainable materials vision whichestablishes a clear path for environmental impact reduction through yet anotherbold commitment: by 2030, VF commits that 100 percent of its top nine materials,which account for approximately 90 percent of its materials-related carbonemissions, will originate from regenerative, responsibly sourced renewable, orrecycled sources.

VF has set goals for internal facilities that include (i) the sourcing of 100% ofelectricity from renewable sources within VF-owned and operated facilities by2025, in line with the enterprise commitment to RE100, and (ii) achieving ZeroWaste at 100% of VF internal distribution center locations by 2020, with 12facilities already verified.

VF brands are equally committed to sustainability action in their sectors. TheVans® brand has launched a shoe recycling pilot at certain southern Californiastores. The Timberland® brand used 97% "Leather Working Group" certifiedleather, 78% certified BCI or organic cotton, and produced 68% recycled, organic,or renewable products during 2019. The North Face® brand has expanded itsClimate Beneficial Wool collection by selling products made in the U.S. fromsustainable farms. The North Face® brand also continued its 'Renewed' collection,selling previously owned, damaged-and-repaired or used products. Therecommerce model addresses one of the apparel industry’s biggest challenges,textile waste, and offers our products at a lower price point, which allows newconsumers to experience our brands.

OTHER MATTERS

Competitive FactorsOur business depends on our ability to stimulate consumer demand for VF’sbrands and products. VF is well-positioned to compete in the apparel, footwearand accessories sector by developing high quality, innovative products atcompetitive prices that meet consumer needs, providing high service levels,ensuring the right products are on the retail sales floor to meet consumer demand,investing significant amounts into existing brands and managing our brand portfoliothrough acquisitions and dispositions. Many of VF’s brands have long histories andenjoy strong recognition within their respective consumer segments.

Intellectual PropertyTrademarks, trade names, patents and domain names, as well as related logos,designs and graphics, provide substantial value in

the development and marketing of VF’s products, and are important to ourcontinued success. We have registered this intellectual property in the U.S. and inother countries where our products are manufactured and/or sold. We vigorouslymonitor and enforce VF’s intellectual property against counterfeiting, infringementand violations of other rights where and to the extent legal, feasible andappropriate. In addition, we grant licenses to other parties to manufacture and sellproducts utilizing our intellectual property in product categories and geographicareas in which VF does not operate.

CustomersVF products are sold on a wholesale basis to specialty stores, mid-tier andtraditional department stores, national chains and mass merchants. In addition, wesell products on a direct-to-consumer


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basis through VF-operated stores, concession retail stores, brand e-commercesites and other digital platforms. Our sales in international markets are growingand represented 47% of our total revenues in the year ended March 2020, themajority of which were in Europe.

Sales to VF’s ten largest customers amounted to 17% of total revenues in the yearended March 2020. Sales to the five largest customers amounted to approximately11% of total revenues in the year ended March 2020. Sales to VF’s largestcustomer totaled 3% of total revenues in the year ended March 2020.

EmployeesVF had approximately 48,000 employees at the end of Fiscal 2020, of whichapproximately 43% were located in the U.S. In international markets, a significantpercentage of employees are covered by trade-sponsored or governmentalbargaining arrangements. Employee relations are considered to be good.

BacklogThe dollar amount of VF’s order backlog as of any date may not be indicative ofactual future shipments and, accordingly, is not material to an understanding of thebusiness taken as a whole.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following are the executive officers of VF Corporation as of May 27, 2020. Theexecutive officers are generally elected annually and serve at the pleasure of theBoard of Directors. None of the VF Corporation executive officers have any familyrelationship with one another or with any of the directors of VF Corporation.

Steven E. Rendle, 60, has been Executive Chairman of the Board sinceNovember 2017, President and Chief Executive Officer of VF since January 2017and a Director of VF since June 2015. Mr. Rendle served as President and ChiefOperating Officer from June 2015 to December 2016, Senior Vice President —Americas from April 2014 until June 2015, Vice President and Group President —Outdoor & Action Sports Americas from May 2011 until April 2014, President ofVF’s Outdoor Americas businesses from 2009 to 2011, President of The NorthFace® brand from 2004 to 2009 and Vice President of Sales of The North Face®brand from 1999 to 2004. Mr. Rendle joined VF in 1999.

Scott A. Roe, 55, has been Executive Vice President and Chief Financial Officer ofVF since March 2019. He served as Vice President and Chief Financial Officer ofVF from April 2015 to February 2019, Vice President — Controller and ChiefAccounting Officer of VF from February 2013 until March 2015, Vice President —Finance of VF from 2012 to 2013, Vice President — Chief Financial Officer of VFInternational from 2006 to 2012 and Vice President — Chief Financial Officer ofVF’s former intimate apparel business from 2002 to 2006. Mr. Roe joined VF in1996.

Kevin D. Bailey, 59, has been Executive Vice President and Group President —APAC since January 2018. He served as President, APAC from January 2017 untilDecember 2017, President Action Sports & VF CASA from March 2016 toDecember 2016, President Action Sports & the Vans® brand from April 2014 toFebruary 2016, Global President of the Vans® brand from June 2009 to March2014 and Vice President Direct-to-Consumer for the Vans® brand from June 2002to November 2007. Mr. Bailey joined VF in 2004.

Martino Scabbia Guerrini, 55, has been Executive Vice President and GroupPresident — EMEA since January 2018. He served as President — VF EMEA fromApril 2017 until December 2017, Coalition President — Jeanswear, Sportswearand Contemporary International from January 2013 to November 2017, President—

Sportswear and Contemporary EMEA from February 2009 to December 2012 andPresident — Sportswear and Packs from August 2006 to January 2009. Mr.Guerrini joined VF in 2006.

Curtis A. Holtz, 57, has been Executive Vice President and Group President,Workwear since March 2019. He served as Group President — Americas Eastfrom January 2018 to February 2019, Group President — Workwear, Jeans andSportswear from January 2017 until December 2017, President — Imagewear fromJuly 2015 to December 2016, Chief Financial Officer of VF Imagewear andInternational from 2010 to 2015 and President — VF’s former intimate apparelbusiness from 2005 to 2007. Mr. Holtz joined VF in 1990.

Bryan H. McNeill, 58, has been Vice President — Controller and Chief AccountingOfficer since April 2015. He served as Controller and Supply Chain Chief FinancialOfficer of VF International from January 2012 until March 2015 and Controller ofVF International from May 2010 until December 2011. Mr. McNeill joined VF in1993.

Laura C. Meagher, 60, has been Executive Vice President, General Counsel andSecretary since March 2019. She served as Vice President, General Counsel andSecretary from 2012 to February 2019. She served as Vice President — DeputyGeneral Counsel from 2008 to 2012 and Assistant General Counsel from 2004 to2008. Ms. Meagher joined VF in 2004.

Stephen M. Murray, 59, has been Executive Vice President and Group President— Americas since November 2019. He served as Executive Vice President —Strategic Projects from April 2018 until October 2019. Earlier in his career, heserved as President — Action Sports Coalition from 2009 until 2010 and Presidentof the Vans® brand from August 2004 until 2009. Mr. Murray originally joined VF in2004.

Additional information is included under the caption “Election of Directors” in VF’sdefinitive Proxy Statement for the Annual Meeting of Shareholders to be heldJuly 28, 2020 (“2020 Proxy Statement”) that will be filed with the Securities andExchange Commission within 120 days after the close of our fiscal year endedMarch 28, 2020, which information is incorporated herein by reference.


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AVAILABLE INFORMATION

All periodic and current reports, registration statements and other filings that VFhas filed or furnished to the SEC, including our annual reports on Form 10-K,quarterly reports on Form 10-Q, current reports on Form 8-K and amendments tothose reports filed or furnished pursuant to Section 13(a) of the Exchange Act, areavailable free of charge from the SEC’s website (www.sec.gov) and publicreference room at 100 F Street, NE, Washington, DC 20549 and on VF’s websiteat www.vfc.com. Such documents are available as soon as reasonably practicableafter electronic filing of the material with the SEC. Information on the operation ofthe public reference room can be obtained by calling the SEC at 1-800-SEC-0330.Copies of these reports may also be obtained free of charge upon written requestto the Secretary of VF Corporation, P.O. Box 372670, Denver, CO 80237.

The following corporate governance documents can be accessed on VF’s website:VF’s Corporate Governance Principles, Code of Business Conduct, and thecharters of our Audit Committee, Talent and Compensation Committee, FinanceCommittee and Governance and Corporate Responsibility Committee. Copies ofthese documents also may be obtained by any shareholder free of charge uponwritten request to the Secretary of VF Corporation, P.O. Box 372670, Denver, CO80237.

After VF’s 2020 Annual Meeting of Shareholders, VF intends to file with the NewYork Stock Exchange (“NYSE”) the certification regarding VF’s compliance withthe NYSE’s corporate governance listing standards as required by NYSE Rule303A.12. Last year, VF filed this certification with the NYSE on July 19, 2019.

ITEM 1A. RISK FACTORS.The following risk factors should be read carefully in connection with evaluatingVF’s business and the forward-looking statements contained in this Form 10-K.Any of the following risks could materially adversely affect VF’s business, itsoperating results and its financial condition.

VF’s revenues and profits depend on the level of consumer spending forapparel and footwear, which is sensitive to global economic conditions andother factors. A decline in consumer spending could have a material adverseeffect on VF.The success of VF’s business depends on consumer spending on apparel andfootwear, and there are a number of factors that influence consumer spending,including actual and perceived economic conditions, disposable consumer income,interest rates, consumer credit availability, unemployment, stock marketperformance, weather conditions, energy prices, public health issues (including thecurrent COVID-19 pandemic), consumer discretionary spending patterns and taxrates in the international, national, regional and local markets where VF’s productsare sold. Decreased consumer spending could result in reduced demand for ourproducts, reduced orders from customers for our products, order cancellations,lower revenues, higher discounts, increased inventories and lower gross margins.The uncertain state of the global economy continues to impact businesses aroundthe world, most acutely in emerging markets and developing economies. If globaleconomic and financial market conditions do not improve, adverse economictrends or other factors could negatively impact the level of consumer spending,which could have a material adverse impact on VF.

Widespread outbreak of an illness or any other public health crisis, includingthe recent coronavirus (COVID-19) global pandemic, could materially andadversely affect, and has materially and adversely affected, our business,financial condition and results of operations.Our business has been, and will continue to be, impacted by the effects of theCOVID-19 global pandemic in countries where we operate or our suppliers, third-party service providers, consumers or customers are located. These effectsinclude recommendations or mandates from governmental authorities to closebusinesses, limit travel, avoid large gatherings or to self-quarantine, as well astemporary closures and decreased operations of the facilities of our suppliers,service providers and customers. The impacts on

us have included, and in the future could include, but are not limited to:

• significant reductions in demand and significant volatility in demand for ourproducts by consumers and customers resulting in reduced orders, ordercancellations, lower revenues, higher discounts, increased inventories,decreased value of inventories and lower gross margins, which may becaused by, among other things: the inability of consumers to purchase ourproducts due to illness, quarantine or other restrictions or out of fear ofexposure to COVID-19, store closures of our owned stores as well as storesof our customers or reduced store hours across the Americas, Europe andAsia Pacific, significant declines in consumer retail store traffic to stores thathave reopened, or financial hardship and unemployment, shifts in demandaway from consumer discretionary products and reduced options formarketing and promotion of products or other restrictions in connection withthe COVID-19 pandemic;

• significant uncertainty and turmoil in global economic and financial marketconditions causing, among other things: decreased consumer confidenceand decreased consumer spending, now and in the mid and long-term,inability to access financing in the credit and capital markets (including thecommercial paper market) at reasonable rates (or at all) in the event we, ourcustomers or suppliers find it desirable to do so, increased exposure tofluctuations in foreign currency exchange rates relative to the U.S. Dollar,and volatility in the availability and prices for commodities and raw materialswe use for our products and in our supply chain;

• inability to meet our consumers’ and customers’ needs for inventoryproduction and fulfillment due to disruptions in our supply chain andincreased costs associated with mitigating the effects of the pandemiccaused by, among other things: reduction or loss of workforce due to illness,quarantine or other restrictions or facility closures, scarcity of and/orincreased prices for raw materials, scrutiny or embargoing of goodsproduced in infected areas, and increased freight and logistics costs,expenses and times; failure of third parties on which we rely, including oursuppliers, customers, distributors, service providers and commercial banks,to meet their obligations to us or to timely meet those obligations, orsignificant disruptions in


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their ability to do so, which may be caused by their own financial oroperational difficulties, including business failure or insolvency andcollectability of existing receivables; and

• significant changes in the conditions in markets in which we do business,including quarantines, governmental or regulatory actions, closures or otherrestrictions that limit or close our operating and manufacturing facilities andrestrict our employees’ ability to perform necessary business functions,including operations necessary for the design, development, production,distribution, sale, marketing and support of our products.

Any of these impacts could place limitations on our ability to execute on ourbusiness plan and materially and adversely affect our business, financial conditionand results of operations. We continue to monitor the situation and may adjust ourcurrent policies and procedures as more information and guidance becomeavailable regarding the evolving situation. The impact of COVID-19 may alsoexacerbate other risks discussed in this “Risk Factors” section, any of which couldhave a material effect on us. This situation is changing rapidly and additionalimpacts may arise that we are not aware of currently.

The apparel and footwear industries are highly competitive, and VF’ssuccess depends on its ability to gauge consumer preferences and producttrends, and to respond to constantly changing markets.

VF competes with numerous apparel and footwear brands and manufacturers.Competition is generally based upon brand name recognition, price, design,product quality, selection, service and purchasing convenience. Some of ourcompetitors are larger and have more resources than VF in some productcategories and regions. In addition, VF competes directly with the private labelbrands of its wholesale customers. VF’s ability to compete within the apparel andfootwear industries depends on our ability to:

• Anticipate and respond to changing consumer preferences and producttrends in a timely manner;

• Develop attractive, innovative and high quality products that meet consumerneeds;

• Maintain strong brandrecognition;

• Price productsappropriately;

• Provide best-in-class marketing support andintelligence;

• Ensure product availability and optimize supply chainefficiencies;

• Obtain sufficient retail store space and effectively present our products atretail;

• Produce or procure quality products on a consistent basis;and,

• Adapt to a more digitally driven consumerlandscape.

Failure to compete effectively or to keep pace with rapidly changing consumerpreferences, markets and product trends could have a material adverse effect onVF’s business, financial condition and results of operations. Moreover, there aresignificant shifts underway in the wholesale and retail (e-commerce and retailstore) channels. VF may not be able to manage its brands within and acrosschannels sufficiently, which could have a material adverse effect on VF’s business,financial condition and results of operations.

VF’s business and the success of its products could be harmed if VF isunable to maintain the images of its brands.VF’s success to date has been due in large part to the growth of its brands’ imagesand VF’s customers’ connection to its brands. If we are unable to timely andappropriately respond to changing consumer demand, the names and images ofour brands may be impaired. Even if we react appropriately to changes inconsumer preferences, consumers may consider our brands’ images to beoutdated or associate our brands with styles that are no longer popular. Inaddition, brand value is based in part on consumer perceptions on a variety ofqualities, including merchandise quality and corporate integrity. Negative claims orpublicity regarding VF, its brands or its products, including licensed products, couldadversely affect our reputation and sales regardless of whether such claims areaccurate. Social media, which accelerates the dissemination of information, canincrease the challenges of responding to negative claims. In the past, manyapparel companies have experienced periods of rapid growth in sales and earningsfollowed by periods of declining sales and losses. Our businesses may be similarlyaffected in the future. In addition, we have sponsorship contracts with a number ofathletes, musicians and celebrities and feature those individuals in our advertisingand marketing efforts. Failure to continue to obtain or maintain high-qualitysponsorships and endorsers could harm our business. In addition, actions takenby those individuals associated with our products could harm their reputations,which could adversely affect the images of our brands.

VF’s revenues and cash requirements are affected by the seasonal nature ofits business.VF’s business is seasonal, with a higher proportion of revenues and operatingcash flows generated during the second half of the calendar year, which includesthe fall and holiday selling seasons. Poor sales in the second half of the calendaryear would have a material adverse effect on VF’s full year operating results andcause higher inventories. In addition, fluctuations in sales and operating income inany fiscal quarter are affected by the timing of seasonal wholesale shipments andother events affecting retail sales.

VF’s profitability may decline as a result of increasing pressure on margins.The apparel industry is subject to significant pricing pressure caused by manyfactors, including intense competition, consolidation in the retail industry, risingcommodity and conversion costs, pressure from retailers to reduce the costs ofproducts, changes in consumer demand and shifts to online shopping andpurchasing. Consumers may increasingly seek markdown allowances, incentivesand other forms of economic support. If these factors cause us to reduce our salesprices to retailers and consumers, and we fail to sufficiently reduce our productcosts or operating expenses, VF’s profitability will decline. This could have amaterial adverse effect on VF’s results of operations, liquidity and financialcondition.

VF may not succeed in its business strategy.One of VF’s key strategic objectives is growth. We seek to grow organically andthrough acquisitions. We seek to grow by building our lifestyle brands, expandingour share with winning customers, stretching VF’s brands to new regions,managing costs, leveraging our supply chain and information technologycapabilities across VF and expanding our direct-to-consumer business, including


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opening new stores, remodeling and expanding our existing stores and growingour e-commerce business. However, we may not be able to grow our existingbusinesses. For example:

• We may have difficulty completing acquisitions or dispositions to reshapeour portfolio, and we may not be able to successfully integrate a newlyacquired business or achieve the expected growth, cost savings orsynergies from such integration, or it may disrupt our current business.

• We may not be able to transform our model to be more consumer- andretail-centric.

• We may not be able to transform our model to be more digitallyfocused.

• We may not be able to expand our market share with winning customers, orour wholesale customers may encounter financial difficulties and thusreduce their purchases of VF products.

• We may not be able to expand our brands in Asia or other geographies orachieve the expected results from our supply chain initiatives.

• We may have difficulty recruiting, developing or retaining qualifiedemployees.

• We may not be able to achieve our direct-to-consumer expansion goals,including in e-commerce or other new channels, manage our growtheffectively, successfully integrate the planned new stores into ouroperations, operate our new, remodeled and expanded stores profitably,adapt our business model or develop relationships with consumers for e-commerce or other new channels.

• We may not be able to offset rising commodity or conversion costs in ourproduct costs with pricing actions or efficiency improvements.

Failure to implement our strategic objectives may have a material adverse effecton VF’s business.

VF relies significantly on information technology. Any inadequacy,interruption, integration failure or security failure of this technology couldharm VF’s ability to effectively operate its business.Our ability to effectively manage and operate our business depends significantlyon information technology systems. We rely heavily on information technology totrack sales and inventory and manage our supply chain. We are also dependent oninformation technology, including the Internet, for our direct-to-consumer sales,including our e-commerce operations and retail business credit card transactionauthorization. Despite our preventative efforts, our systems and those of our third-party service providers may be vulnerable to damage, failure or interruption due toviruses, data security incidents, technical malfunctions, natural disasters or othercauses, or in connection with upgrades to our system or the implementation of newsystems. The failure of these systems to operate effectively, problems withtransitioning to upgraded or replacement systems, difficulty in integrating newsystems or systems of acquired businesses or a breach in security of thesesystems could adversely impact the operations of VF’s business, including ourreputation, management of inventory, ordering and replenishment of products,manufacturing and distribution of products, e-commerce operations, retail businesscredit card transaction authorization and processing, corporate emailcommunications and our interaction with the public on social media.

VF is subject to data security and privacy risks that could negatively affect itsbusiness operations, results of operations or reputation.In the normal course of business, we often collect, retain and transmit certainsensitive and confidential customer information, including credit card information,over public networks. There is a significant concern by consumers and employeesover the security of personal information transmitted over the Internet, identity theftand user privacy. Data security breaches are increasingly sophisticated, and aredifficult to detect for long periods of time. Accordingly, if unauthorized parties gainaccess to our networks or databases, or those of our third-party service providers,they may be able to steal, publish, delete or modify our private and sensitiveinformation, including credit card information and personal information. We haveimplemented systems and processes designed to protect against unauthorizedaccess to or use of personal information, and rely on encryption and authenticationtechnology to effectively secure transmission of confidential customer information,including credit card information. Despite these security measures, there is noguarantee that they are adequate and our facilities and systems and those of ourthird-party service providers may be vulnerable and unable to anticipate or detectsecurity breaches and data loss. In addition, employees may intentionally orinadvertently cause data security breaches that result in the unauthorized releaseof personal or confidential information. VF and its customers could suffer harm ifvaluable business data, or employee, customer and other proprietary informationwere corrupted, lost or accessed or misappropriated by third parties due to asecurity failure in VF’s systems or one of our third-party service providers. It couldrequire significant expenditures to remediate any such failure or breach, severelydamage our reputation and our relationships with customers, result in unwantedmedia attention and lost sales, and expose us to risks of litigation and liability. Inaddition, as a result of recent security breaches at a number of prominent retailers,the media and public scrutiny of information security and privacy has becomemore intense and the regulatory environment has become increasingly uncertain,rigorous and complex. As a result, we may incur significant costs to comply withlaws regarding the protection and unauthorized disclosure of personal informationand we may not be able to comply with new regulations such as the General DataProtection Regulation in the European Union and the California Consumer PrivacyAct. Any failure to comply with the laws and regulations surrounding the protectionof personal information could subject us to legal and reputational risk, includingsignificant fines and/or litigation for non-compliance, any of which could have anegative impact on revenues and profits. In addition, our existing insurancepolicies may not reimburse us for all of the damages that we might incur as a resultof a security breach.

VF’s business is exposed to the risks of foreign currency exchange ratefluctuations. VF’s hedging strategies may not be effective in mitigating thoserisks.A growing percentage of VF’s total revenues (approximately 47% in Fiscal 2020) isderived from markets outside the U.S. VF’s international businesses operate infunctional currencies other than the U.S. dollar. Changes in currency exchangerates affect the U.S. dollar value of the foreign currency-denominated amounts atwhich VF’s international businesses purchase products, incur costs or sellproducts. In addition, for VF’s U.S.-based businesses, the majority of products aresourced from independent contractors or VF plants located in foreign countries. Asa result, the costs of these products are affected by changes in the value of therelevant currencies. Furthermore, much of VF’s licensing revenue is derived


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from sales in foreign currencies. Changes in foreign currency exchange rates couldhave an adverse impact on VF’s financial condition, results of operations and cashflows.

In accordance with our operating practices, we hedge a significant portion of ourforeign currency transaction exposures arising in the ordinary course of businessto reduce risks in our cash flows and earnings. Our hedging strategy may not beeffective in reducing all risks, and no hedging strategy can completely insulate VFfrom foreign exchange risk.

Further, our use of derivative financial instruments may expose VF to counterpartyrisks. Although VF only enters into hedging contracts with counterparties havinginvestment grade credit ratings, it is possible that the credit quality of acounterparty could be downgraded or a counterparty could default on itsobligations, which could have a material adverse impact on VF’s financialcondition, results of operations and cash flows.

There are risks associated with VF’s acquisitions.Any acquisitions or mergers by VF will be accompanied by the risks commonlyencountered in acquisitions of companies. These risks include, among otherthings, higher than anticipated acquisition costs and expenses, the difficulty andexpense of integrating the operations, systems and personnel of the companiesand the loss of key employees and customers as a result of changes inmanagement. In addition, geographic distances may make integration of acquiredbusinesses more difficult. We may not be successful in overcoming these risks orany other problems encountered in connection with any acquisitions.

Our acquisitions may cause large one-time expenses or create goodwill or otherintangible assets that could result in significant impairment charges in the future.We also make certain estimates and assumptions in order to determine purchaseprice allocation and estimate the fair value of assets acquired and liabilitiesassumed. If our estimates or assumptions used to value these assets and liabilitiesare not accurate, we may be exposed to losses that may be material.

VF’s operations and earnings may be affected by legal, regulatory, politicaland economic risks.Our ability to maintain the current level of operations in our existing markets and tocapitalize on growth in existing and new markets is subject to legal, regulatory,political and economic risks. These include the burdens of complying with U.S. andinternational laws and regulations, and unexpected changes in regulatoryrequirements.

Changes in regulatory, geopolitical policies and other factors may adversely affectVF’s business or may require us to modify our current business practices. Whileenactment of any such change is not certain, if such changes were adopted, ourcosts could increase, which would reduce our earnings.

Changes to U.S. or international trade policy, tariff and import/exportregulations or our failure to comply with such regulations may have amaterial adverse effect on our reputation, business, financial condition andresults of operations.Changes in U.S. or international social, political, regulatory and economicconditions or in laws and policies governing foreign trade, manufacturing,development and investment in the territories or countries where we currently sellour products or conduct our business, as well as any negative sentiment toward

the U.S. as a result of such changes, could adversely affect our business. TheU.S. government has instituted or proposed changes in trade policies that includethe negotiation or termination of trade agreements, the imposition of higher tariffson imports into the U.S., economic sanctions on individuals, corporations orcountries, and other government regulations affecting trade between the U.S. andother countries where we conduct our business. It may be time-consuming andexpensive for us to alter our business operations in order to adapt to or complywith any such changes.

As a result of recent policy changes of the U.S. government and recent U.S.government proposals, there may be greater restrictions and economicdisincentives on international trade. The new tariffs and other changes in U.S.trade policy has in the past and could continue to trigger retaliatory actions byaffected countries, and certain foreign governments have instituted or areconsidering imposing retaliatory measures on certain U.S. goods. VF, similar tomany other multinational corporations, does a significant amount of business thatwould be impacted by changes to the trade policies of the U.S. and foreigncountries (including governmental action related to tariffs, international tradeagreements, or economic sanctions). Such changes have the potential toadversely impact the U.S. economy or certain sectors thereof, our industry and theglobal demand for our products, and as a result, could have a material adverseeffect on our business, financial condition and results of operations.

The United Kingdom’s impending departure from the European Union couldharm our business and financial results.

The United Kingdom held a referendum on June 23, 2016 in which a majority ofvoters voted to exit the European Union (“Brexit”) and on March 29, 2017, theUnited Kingdom submitted a formal notification of its intention to withdraw from theEuropean Union pursuant to Article 50 of the Treaty of Lisbon. On January 31,2020, the United Kingdom ceased to be a member state of the European Union.European Union law applicable to the United Kingdom continues to apply to and inthe United Kingdom for the duration of a transition period, which is presentlyscheduled to expire on December 31, 2020 (the “Transition Period”). During theTransition Period, the European Union and the United Kingdom will negotiate theterms of their future relationship. There can be no assurances that suchnegotiations will be successful or certainty that European Union law will continue toapply in and to the United Kingdom following the expiration of the TransitionPeriod. Until expiration of the Transition Period and the future relationship betweenthe European Union and the United Kingdom is established, it is difficult toanticipate Brexit’s potential impact.

The effects of Brexit will depend on any agreements the United Kingdom makes toretain access to European Union markets beyond the Transition Period. Brexitcould adversely affect European and worldwide economic and market conditionsand could contribute to instability in global financial and foreign exchange markets.In addition, Brexit could lead to legal uncertainty and potentially divergent nationallaws and regulations as the United Kingdom determines which European Unionlaws to replace or replicate. Any of these effects of Brexit, and others we cannotanticipate could adversely affect our business, results of operations and financialcondition.


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Changes in tax laws could increase our worldwide tax rate and tax liabilitiesand materially affect our financial position and results of operations.

We are subject to taxation in the U.S. and numerous foreign jurisdictions. OnDecember 22, 2017, the U.S. government enacted comprehensive tax legislationcommonly referred to as the Tax Cuts and Jobs Act (“U.S. Tax Act”), whichincluded a broad range of tax reform proposals affecting businesses, including areduction in the U.S. federal corporate tax rate from 35% to 21%, a one-timemandatory deemed repatriation tax on earnings of certain foreign subsidiaries thatwere previously tax-deferred, and a new minimum tax on certain foreign earnings.Taxes related to the one-time mandatory deemed repatriation of foreign earningsdue over a period of time could be accelerated upon certain triggering events,including failure to pay such taxes when due. In addition, regulatory, administrativeand legislative guidance related to the U.S. Tax Act continues to be released. Tothe extent any future guidance differs from our interpretation of the law, it couldhave a material effect on our financial position and results of operations.

The Swiss government enacted the Federal Act on Tax Reform and AHVFinancing (“Swiss Tax Act”) which became effective on January 1, 2020. TheSwiss Tax Act was enacted to ensure that Switzerland stays in conformity with theEuropean Union (“EU”) as well as Organisation for Economic Co-operation andDevelopment (“OECD”) standards on international taxation. The impact of theSwiss Tax Act has been reported based on the official initial guidelines provided bythe Swiss Federal and Cantonal Authorities. Future guidance that differs from ourpreliminary interpretation or any negative reaction from the EU member states tothe Swiss Tax Act, could have material effect on our financial position and resultsof operations. The EU has also developed a list of non-cooperative jurisdictions fortax purposes (referred to as the “blacklist”). We continuously monitor the blacklistto determine any potential impact to VF.

In addition, many countries in the EU and around the globe have adopted and/orproposed changes to current tax laws. Further, organizations such as the OECDhave published action plans that, if adopted by countries where we do business,could increase our tax obligations in these countries. More specifically, the OECDhas proposed an approach to address tax challenges arising from the digitalizationof the economy. The ultimate outcome of these proposals and the agreed uponsolution that is enacted into law in each country may result in a material financialimpact to VF.

Due to the large scale of our U.S. and international business activities, many ofthese enacted and proposed changes to the taxation of our activities couldincrease our worldwide effective tax rate and harm our financial position andresults of operations.

We may have additional tax liabilities from new or evolving government orjudicial interpretation of existing tax laws.

As a global company, we determine our income tax liability in various taxjurisdictions based on an analysis and interpretation of U.S. and local tax laws andregulations. This analysis requires a significant amount of judgment and estimationand is often based on various assumptions about the future actions of the taxauthorities. These determinations are the subject of periodic U.S. and internationaltax audits and court proceedings. In particular, tax authorities and the courts haveincreased their focus on income earned in no- or low-tax jurisdictions or incomethat is not taxed in any jurisdiction. Tax authorities have also become skeptical of

special tax rulings provided to companies offering lower taxes than may beapplicable in other countries.

For example, VF was granted a ruling which lowered the effective income tax rateon taxable earnings for years 2010 through 2014 under Belgium’s excess profit taxregime. In February 2015, the EU opened a state aid investigation into Belgium’srulings. On January 11, 2016, the EU announced its decision that these rulingswere illegal and ordered that tax benefits granted under these rulings should becollected from the affected companies, including VF.

On March 22, 2016, the Belgium government filed an appeal seeking annulment ofthe EU decision. Additionally, on June 21, 2016, VF Europe BVBA filed its ownapplication for annulment of the EU decision.

On February 14, 2019 the General Court annulled the EU decision and on April 26,2019 the EU appealed the General Court's annulment. Both listed requests forannulment remain open and unresolved. Additionally, the EU has initiatedproceedings related to individual rulings granted by Belgium, including the rulinggranted to VF.

Also, VF petitioned the U.S. Tax Court to resolve an Internal Revenue Service("IRS") dispute regarding the timing of income inclusion associated with the 2011Timberland acquisition. VF remains confident in our timing and treatment of theincome inclusion, and therefore this matter is not reflected in our financialstatements. We are vigorously defending our position, and do not expect theresolution to have a material adverse impact on VF's financial position, results ofoperations or cash flows. While the IRS argues immediate income inclusion, VF'sposition is to include the income over a period of years. As the matter relates to2011, nearly half of the timing in dispute has passed VF including the income, andpaying the related tax, on our income tax returns. VF notes that should the IRSprevail in this timing matter, the net interest expense would be up to $158 million.Further, this timing matter is impacted by the U.S. Tax Act that reduced the U.S.corporate income tax rate from 35% to 21%. If the IRS is successful, this ratedifferential would increase tax expense by approximately $136 million.

Although we accrue for uncertain tax positions, our accrual may be insufficient tosatisfy unfavorable findings. Unfavorable audit findings, or court interpretations(involving VF or other companies with similar tax profiles) may result in payment oftaxes, fines and penalties for prior periods and higher tax rates in future periods,which may have a material adverse effect on our financial condition, results ofoperations or cash flows.

VF’s balance sheet includes a significant amount of intangible assets andgoodwill. A decline in the fair value of an intangible asset or of a businessunit could result in an asset impairment charge, which would be recorded asan operating expense in VF’s Consolidated Statement of Income and couldbe material.VF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possibleimpairment as of the beginning of the fourth quarter of each year, or wheneverevents or changes in circumstances indicate that the fair value of such assets maybe below their carrying amount. In addition, intangible assets that are beingamortized are tested for impairment whenever events or circumstances indicatethat their carrying value may not be recoverable. For these impairment tests, weuse various valuation methods to estimate the fair value of our business units and


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intangible assets. If the fair value of an asset is less than its carrying value, wewould recognize an impairment charge for the difference.

It is possible that we could have an impairment charge for goodwill or trademarkand trade name intangible assets in future periods if (i) overall economicconditions in Fiscal 2021 or future years vary from our current assumptions,(ii) business conditions or our strategies for a specific business unit change fromour current assumptions, (iii) investors require higher rates of return on equityinvestments in the marketplace, or (iv) enterprise values of comparable publiclytraded companies, or of actual sales transactions of comparable companies, wereto decline, resulting in lower comparable multiples of revenues and earningsbefore interest, taxes, depreciation and amortization and, accordingly, lowerimplied values of goodwill and intangible assets. A future impairment charge forgoodwill or intangible assets could have a material effect on our consolidatedfinancial position or results of operations.

VF uses third-party suppliers and manufacturing facilities worldwide for asubstantial portion of its raw materials and finished products, which posesrisks to VF’s business operations.During Fiscal 2020, approximately 94% of VF’s units were purchased fromindependent manufacturers primarily located in Asia, with substantially all of theremainder produced by VF-owned and operated manufacturing facilities located inMexico, Honduras and the Dominican Republic. Any of the following could impactour ability to produce or deliver VF products, or our cost of producing or deliveringproducts and, as a result, our profitability:

• Political or labor instability in countries where VF’s facilities, contractors andsuppliers are located;

• Changes in local economic conditions in countries where VF’s facilities,contractors and suppliers are located;

• Public health issues, such as the current COVID-19 pandemic, could resultin (or continue to result in) closed factories, reduced workforces, scarcity ofraw materials and scrutiny or embargoing of goods produced in infectedareas;

• Political or military conflict could cause a delay in the transportation of rawmaterials and products to VF and an increase in transportation costs;

• Disruption at ports of entry, could cause delays in product availability andincrease transportation times and costs;

• Heightened terrorism security concerns could subject imported or exportedgoods to additional, more frequent or lengthier inspections, leading todelays in deliveries or impoundment of goods for extended periods;

• Decreased scrutiny by customs officials for counterfeit goods, leading tomore counterfeit goods and reduced sales of VF products, increased costsfor VF’s anti-counterfeiting measures and damage to the reputation of itsbrands;

• Disruptions at manufacturing or distribution facilities caused by natural andman-made disasters;

• Disease epidemics and health- and safety-related concerns could result inclosed factories, reduced workforces, scarcity of raw materials and scrutinyor embargo of VF’s goods produced in infected areas;

• Imposition of regulations and quotas relating to imports and our ability toadjust timely to changes in trade regulations could limit our ability toproduce products in cost-effective countries that have the required labor andexpertise;

• Imposition of duties, taxes and other charges on imports;and,

• Imposition or the repeal of laws that affect intellectual propertyrights.

Although no single supplier and no one country is critical to VF’s production needs,if we were to lose a supplier it could result in interruption of finished goodsshipments to VF, cancellation of orders by customers and termination ofrelationships. This, along with the damage to our reputation, could have a materialadverse effect on VF’s revenues and, consequently, our results of operations.

In addition, although we audit our third-party material suppliers and contractedmanufacturing facilities and set strict compliance standards, actions by a third-party supplier or manufacturer that fail to comply could expose VF to claims fordamages, financial penalties and reputational harm, any of which could have amaterial adverse effect in our business and operations.

Our business is subject to national, state and local laws and regulations forenvironmental, consumer protection, corporate governance, competition,employment, privacy, safety and other matters. The costs of compliancewith, or the violation of, such laws and regulations by VF or by independentsuppliers who manufacture products for VF could have an adverse effect onour operations and cash flows, as well as on our reputation.

Our business is subject to comprehensive national, state and local laws andregulations on a wide range of environmental, consumer protection, employment,privacy, safety and other matters. VF could be adversely affected by costs ofcompliance with or violations of those laws and regulations. In addition, while wedo not control their business practices, we require third-party suppliers to operatein compliance with applicable laws, rules and regulations regarding workingconditions, safety, employment practices and environmental compliance. The costsof products purchased by VF from independent contractors could increase due tothe costs of compliance by those contractors.

Failure by VF or its third-party suppliers to comply with such laws and regulations,as well as with ethical, social, product, labor and environmental standards, orrelated political considerations, could result in interruption of finished goodsshipments to VF, cancellation of orders by customers and termination ofrelationships. If one of our independent contractors violates labor or other laws,implements labor or other business practices or takes other actions that aregenerally regarded as unethical, it could jeopardize our reputation and potentiallylead to various adverse consumer actions, including boycotts that may reducedemand for VF’s merchandise. Damage to VF’s reputation or loss of consumerconfidence for any of these or other reasons could have a material adverse effecton VF’s results of operations, financial condition and cash flows, as well as requireadditional resources to rebuild VF’s reputation.

Our international operations are also subject to compliance with the U.S. ForeignCorrupt Practices Act (the “FCPA”) and other anti-bribery laws applicable to ouroperations. Although we have policies and procedures to address compliance withthe FCPA and similar laws, there can be no assurance that all of our employees,agents and other partners will not take actions in violation of our policies. Any suchviolation could subject us to sanctions or other penalties that could negativelyaffect our reputation, business and operating results.


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Fluctuations in wage rates and the price, availability and quality of rawmaterials and finished goods could increase costs.Fluctuations in the price, availability and quality of fabrics, leather or other rawmaterials used by VF in its manufactured products, or of purchased finishedgoods, could have a material adverse effect on VF’s cost of goods sold or its abilityto meet its customers’ demands. The prices we pay depend on demand andmarket prices for the raw materials used to produce them. The price andavailability of such raw materials may fluctuate significantly, depending on manyfactors, including general economic conditions and demand, crop yields, energyprices, weather patterns, public health issues (such as the current COVID-19pandemic) and speculation in the commodities markets. Prices of purchasedfinished products also depend on wage rates in Asia and other geographic areaswhere our independent contractors are located, as well as freight costs from thoseregions. Inflation can also have a long-term impact on us because increasing costsof materials and labor may impact our ability to maintain satisfactory margins. Forexample, the cost of the materials, that are used in our manufacturing process,such as oil-related commodity prices and other raw materials, such as cotton, dyesand chemical and other costs, such as fuel, energy and utility costs, can fluctuateas a result of inflation and other factors. Similarly, a significant portion of ourproducts are manufactured in other countries and declines in the values of theU.S. dollar may result in higher manufacturing costs. In addition, fluctuations inwage rates required by legal or industry standards could increase our costs. In thefuture, VF may not be able to offset cost increases with other cost reductions orefficiencies or to pass higher costs on to its customers. This could have a materialadverse effect on VF’s results of operations, liquidity and financial condition.

We may be adversely affected by weather conditions.Our business is adversely affected by unseasonable weather conditions. Asignificant portion of the sales of our products is dependent in part on the weatherand is likely to decline in years in which weather conditions do not favor the use ofthese products. For example, periods of unseasonably warm weather in the fall orwinter can lead to reduced consumer spending that negatively impacts VF's direct-to-consumer business, and inventory accumulation by our wholesale customers,which can, in turn, negatively affect orders in future seasons. In addition,abnormally harsh or inclement weather can also negatively impact retail traffic andconsumer spending. Any and all of these risks may have a material adverse effecton our financial condition, results of operations or cash flows.

Climate change and increased focus by governmental and non-governmentalorganizations, customers, consumers and investors on sustainability issues,including those related to climate change, may adversely affect our businessand financial results and damage our reputation.Climate change is occurring around the world and may impact our business innumerous ways. Such change could lead to an increase in raw material andpackaging prices, reduced availability, for example, due to water shortages whichcould adversely impact raw material availability. Increased frequency of extremeweather (storms and floods) could cause increased incidence of disruption to theproduction and distribution of our products and an adverse impact on consumerdemand and spending.

A substantial portion of VF’s revenues and gross profit is derived from asmall number of large customers. The loss of any of these customers or theinability of any of these customers to pay VF could substantially reduce VF’srevenues and profits.

A few of VF’s customers account for a significant portion of revenues. Sales to VF’sten largest customers were 17% of total revenues in Fiscal 2020, with our largestcustomer accounting for 3% of revenues. Sales to our customers are generally ona purchase order basis and not subject to long-term agreements. A decision by anyof VF’s major customers to significantly decrease the volume of productspurchased from VF could substantially reduce revenues and have a materialadverse effect on VF’s financial condition and results of operations.

The retail industry has experienced financial difficulty that could adverselyaffect VF's business.Recently there have been consolidations, reorganizations, restructurings,bankruptcies and ownership changes in the retail industry. In addition, the COVID-19 pandemic has resulted in closed stores, and reduced consumer traffic andpurchasing, as governments impose mandatory business closures and similarmeasures to curtail the spread of the disease, and consumers limit shopping due toillness or to avoid exposure. These events individually, and together, could have(and, in the case of the COVID-19 pandemic, have had) a material, adverse effecton VF's business. These changes could impact VF’s opportunities in the marketand increase VF’s reliance on a smaller number of large customers. In the future,retailers are likely to further consolidate, undergo restructurings or reorganizationsor bankruptcies, realign their affiliations or reposition their stores’ target markets. Inaddition, consumers have continued to transition away from traditional wholesaleretailers to large online retailers. These developments could result in a reduction inthe number of stores that carry VF’s products, an increase in ownershipconcentration within the retail industry, an increase in credit exposure to VF or anincrease in leverage by VF’s customers over their suppliers.

Further, the global economy periodically experiences recessionary conditions withrising unemployment, reduced availability of credit, increased savings rates anddeclines in real estate and securities values. These recessionary conditions,including as a result of the current COVID-19 pandemic, could have a negativeimpact on retail sales of apparel and other consumer products. The lower salesvolumes, along with the possibility of restrictions on access to the credit markets,could result in our customers experiencing financial difficulties including storeclosures, bankruptcies or liquidations. This could result in higher credit risk to VFrelating to receivables from our customers who are experiencing these financialdifficulties. If these developments occur, our inability to shift sales to othercustomers or to collect on VF’s trade accounts receivable could have a materialadverse effect on VF’s financial condition and results of operations.

Our ability to obtain short-term or long-term financing on favorable terms, ifneeded, could be adversely affected by geopolitical risk and volatility in thecapital markets.Any disruption in the capital markets could limit the availability of funds or theability or willingness of financial institutions to extend capital in the future. Futurevolatility in the financial and credit markets, including the recent volatility due, inpart, to the current COVID-19 pandemic, could make it more difficult for us toobtain financing or refinance existing debt when the need arises, including uponmaturity, or on terms that would be acceptable to us. This


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disruption or volatility could adversely affect our liquidity and funding resources orsignificantly increase our cost of capital. An inability to access capital and creditmarkets may have an adverse effect on our business, results of operations,financial condition and cash flows.

In addition, the U.K. Financial Conduct Authority announced in 2017 that it intendsto phase out LIBOR by the end of 2021. Uncertainty regarding rates may makeborrowing or refinancing our indebtedness more expensive or difficult to achieveon terms we consider favorable.

VF has a global revolving credit facility. One or more of the participatingbanks may not be able to honor their commitments, which could have anadverse effect on VF’s business.VF has a $2.25 billion global revolving credit facility that expires in December2023. If the financial markets return to recessionary conditions, the ability of one ormore of the banks participating in our credit agreements could be impaired inhonoring their commitments. This could have an adverse effect on our business ifwe were not able to replace those commitments or to locate other sources ofliquidity on acceptable terms.

VF’s indebtedness could have a material adverse effect on its business,financial condition and results of operations and prevent VF from fulfillingits financial obligations, and VF may not be able to maintain its current creditratings, may not continue to pay dividends or repurchase its common stockand may not remain in compliance with existing debt covenants.As of March 28, 2020, VF had approximately $3.8 billion of debt outstanding.Following the end of the fiscal year, VF issued $3.0 billion of senior notes in atransaction that closed on April 23, 2020 and VF used some of the net proceedsfrom that offering to repay its borrowings under its revolving credit facility. VF’s debtand interest payment requirements could have important consequences on itsbusiness, financial condition and results of operations. For example, it could:

• require VF to dedicate a substantial portion of its cash flow from operations torepaying its indebtedness, which would reduce the availability of its cashflow to fund working capital requirements, capital expenditures, futureacquisitions, dividends, repurchase VF’s common stock and for othergeneral corporate purposes;

• limit VF’s flexibility in planning for or reacting to general adverse economicconditions or changes in its business and the industries in which it operates;

• place VF at a competitive disadvantage compared to its competitors that haveless indebtedness outstanding; and

• negatively affect VF's credit ratings and limit, along with the financial and otherrestrictive covenants in VF’s debt documents, its ability to borrow additionalfunds.

In addition, VF may incur substantial additional indebtedness in the future to fundacquisitions, repurchase common stock or fund other activities for generalbusiness purposes. If VF incurs additional indebtedness, it may limit VF’s ability toaccess the debt capital markets or other forms of financing in the future and mayresult in increased borrowing costs.

Although VF has historically declared and paid quarterly cash dividends on itscommon stock and has been authorized to repurchase its stock subject to certainlimitations under its share repurchase programs, any determinations by the boardof directors

to continue to declare and pay cash dividends on VF’s common stock or torepurchase VF’s common stock will be based primarily upon VF’s financialcondition, results of operations and business requirements, its access to debtcapital markets or other forms of financing, the price of its common stock in thecase of the repurchase program and the board of directors’ continuingdetermination that the repurchase programs and the declaration and payment ofdividends are in the best interests of VF’s stockholders and are in compliance withall laws and agreements applicable to the repurchase and dividend programs. Inthe event VF does not declare and pay a quarterly dividend or discontinues itsshare repurchases, VF’s stock price could be adversely affected.

VF is required to comply with certain financial and other restrictive debt covenantsin its debt documents. Failure by VF to comply with these covenants could result inan event of default that, if not cured or waived, could have a material adverseeffect on the Company if the lenders declare any outstanding obligations to beimmediately due and payable.

The loss of members of VF’s executive management and other keyemployees could have a material adverse effect on its business.VF depends on the services and management experience of its executive officersand business leaders who have substantial experience and expertise in VF’sbusiness. The unexpected loss of services of one or more of these individualscould have a material adverse effect on VF. Our future success also depends onour ability to recruit, retain and engage our personnel sufficiently. Competition forexperienced and well-qualified personnel is intense and we may not be successfulin attracting and retaining such personnel.

VF’s direct-to-consumer business includes risks that could have an adverseeffect on its results of operations.VF sells merchandise direct-to-consumer through VF-operated stores and e-commerce sites. Its direct-to-consumer business is subject to numerous risks thatcould have a material adverse effect on its results. Risks include, but are notlimited to, (i) U.S. or international resellers purchasing merchandise and reselling itoverseas outside VF’s control, (ii) failure of the systems that operate the stores andwebsites, and their related support systems, including computer viruses, theft ofcustomer information, privacy concerns, telecommunication failures and electronicbreak-ins and similar disruptions, (iii) credit card fraud, and (iv) risks related to VF’sdirect-to-consumer distribution centers and processes. Risks specific to VF’s e-commerce business also include (i) diversion of sales from VF stores or wholesalecustomers, (ii) difficulty in recreating the in-store experience through directchannels, (iii) liability for online content, (iv) changing patterns of consumerbehavior, and (v) intense competition from online retailers. VF’s failure tosuccessfully respond to these risks might adversely affect sales in its e-commercebusiness, as well as damage its reputation and brands.

Our VF-operated stores and e-commerce business require substantial fixedinvestments in equipment and leasehold improvements, information systems,inventory and personnel. We have entered into substantial operating leasecommitments for retail space. Due to the high fixed-cost structure associated withour direct-to-consumer operations, a decline in sales or the closure of or poorperformance of individual or multiple stores could result in significant leasetermination costs, write-offs of equipment and leasehold improvements andemployee-related costs.


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VF’s net sales depend on the volume of traffic to its stores and theavailability of suitable lease space.A growing portion of our revenues are direct-to-consumer sales through VF-operated stores. In order to generate customer traffic, we locate many of our storesin prominent locations within successful retail shopping centers or in fashionableshopping districts. Our stores benefit from the ability of the retail center and otherattractions in an area to generate consumer traffic in the vicinity of our stores. Partof our future growth is significantly dependent on our ability to operate stores indesirable locations with capital investment and lease costs providing theopportunity to earn a reasonable return. We cannot control the development of newshopping centers or districts; the availability or cost of appropriate locations withinexisting or new shopping centers or districts; competition with other retailers forprominent locations; or the success of individual shopping centers or districts.Further, if we are unable to renew or replace our existing store leases or enter intoleases for new stores on favorable terms, or if we violate the terms of our currentleases, our growth and profitability could be harmed. All of these factors mayimpact our ability to meet our growth targets and could have a material adverseeffect on our financial condition or results of operations.

VF may be unable to protect its trademarks and other intellectual propertyrights.VF’s trademarks and other intellectual property rights are important to its successand its competitive position. VF is susceptible to others copying its products andinfringing its intellectual property rights, especially with the shift in product mix tohigher priced brands and innovative new products in recent years. Some of VF’sbrands, such as The North Face®, Timberland®, Vans®, JanSport® and Dickies®,enjoy significant worldwide consumer recognition, and the higher pricing of thoseproducts creates additional risk of counterfeiting and infringement.

VF’s trademarks, trade names, patents, trade secrets and other intellectualproperty are important to VF’s success. Counterfeiting of VF’s products orinfringement on its intellectual property rights could diminish the value of ourbrands and adversely affect VF’s revenues. Actions we have taken to establishand protect VF’s intellectual property rights may not be adequate to preventcopying of its products by others or to prevent others from seeking to invalidate itstrademarks or block sales of VF’s products as a violation of the trademarks andintellectual property rights of others. In addition, unilateral actions in the U.S. orother countries, including changes to or the repeal of laws recognizing trademarkor other intellectual property rights, could have an impact on VF’s ability to enforcethose rights.

The value of VF’s intellectual property could diminish if others assert rights in orownership of trademarks and other intellectual property rights of VF, or trademarksthat are similar to VF’s trademarks, or trademarks that VF licenses from others. Wemay be unable to successfully resolve these types of conflicts to our satisfaction.In some cases, there may be trademark owners who have prior rights to VF’strademarks because the laws of certain foreign countries may not protectintellectual property rights to the same extent as do the laws of the U.S. In othercases, there may be holders who have prior rights to similar trademarks.

There have been, and there may in the future be, opposition and cancellationproceedings from time to time with respect to some of VF's intellectual propertyrights. In some cases, litigation may be necessary to protect or enforce ourtrademarks and other

intellectual property rights. Furthermore, third parties may assert intellectualproperty claims against us, and we may be subject to liability, required to enter intocostly license agreements, if available at all, required to rebrand our productsand/or prevented from selling some of our products if third parties successfullyoppose or challenge our trademarks or successfully claim that we infringe,misappropriate or otherwise violate their trademarks, copyrights, patents or otherintellectual property rights. Bringing or defending any such claim, regardless ofmerit, and whether successful or unsuccessful, could be expensive and time-consuming and have a negative effect on VF's business, reputation, results ofoperations and financial condition.

VF is subject to the risk that its licensees may not generate expected sales ormaintain the value of VF’s brands.During Fiscal 2020, $57.4 million of VF’s revenues were derived from licensingroyalties. Although VF generally has significant control over its licensees’ productsand advertising, we rely on our licensees for, among other things, operational andfinancial controls over their businesses. Failure of our licensees to successfullymarket licensed products or our inability to replace existing licensees, if necessary,could adversely affect VF’s revenues, both directly from reduced royalties receivedand indirectly from reduced sales of our other products. Risks are also associatedwith a licensee’s ability to:

• Obtaincapital;

• Manage its laborrelations;

• Maintain relationships with itssuppliers;

• Manage its credit riskeffectively;

• Maintain relationships with its customers;and,

• Adhere to VF’s Global CompliancePrinciples.

In addition, VF relies on its licensees to help preserve the value of its brands.Although we attempt to protect VF’s brands through approval rights over design,production processes, quality, packaging, merchandising, distribution, advertisingand promotion of our licensed products, we cannot completely control the use oflicensed VF brands by our licensees. The misuse of a brand by a licensee,including through the marketing of products under one of our brand names that donot meet our quality standards, could have a material adverse effect on that brandand on VF.

If VF encounters problems with its distribution system, VF’s ability to deliverits products to the market could be adversely affected.VF relies on owned or independently-operated distribution facilities to warehouseand ship product to its customers. VF’s distribution system includes computer-controlled and automated equipment, which may be subject to a number of risksrelated to security or computer viruses, the proper operation of software andhardware, power interruptions or other system failures. Because substantially all ofVF’s products are distributed from a relatively small number of locations, VF’soperations could also be interrupted by earthquakes, floods, fires or other naturaldisasters or other events outside VF's control affecting its distribution centers. Wemaintain business interruption insurance under our Property and Cyber insurancepolicies, but it may not adequately protect VF from the adverse effects that couldbe caused by significant disruptions in VF’s distribution facilities. In addition, VF’sdistribution capacity is dependent on the timely performance of services by thirdparties, including the transportation of product to and from its distribution facilities.If we encounter problems with


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our distribution system, our ability to meet customer expectations, manageinventory, complete sales and achieve operating efficiencies could be materiallyadversely affected.

Volatility in securities markets, interest rates and other economic factorscould substantially increase VF’s defined benefit pension costs.VF currently has obligations under its defined benefit pension plans. The fundedstatus of the pension plans is dependent on many factors, including returns oninvestment assets and the discount rate used to determine pension obligations.Unfavorable impacts from returns on plan assets, decreases in discount rates,changes in plan demographics or revisions in the applicable laws or regulationscould materially change the timing and amount of pension funding requirements,which could reduce cash available for VF’s business.

VF’s operating performance also may be negatively impacted by the amount ofexpense recorded for its pension plans. Pension expense is calculated usingactuarial valuations that incorporate assumptions and estimates about financialmarket, economic and demographic conditions. Differences between estimatedand actual results give rise to gains and losses that are deferred and amortized aspart of future pension expense, which can create volatility that adversely impactsVF’s future operating results.

We may be unable to achieve some or all of the benefits we expect to achievefrom the spin-off.On May 22, 2019, we completed the spin-off of our Jeans business, KontoorBrands, Inc. ("Kontoor Brands"). Although we believe that the spin-off will enhanceour long-term value, we may not be able to achieve some or all of the anticipatedbenefits from the separation of our businesses, and the spin-off may adverselyaffect our business. Separating the businesses resulted in two independent,publicly traded companies, each of which is now a smaller, less diversified andmore narrowly focused business than before the spin-off, which makes us morevulnerable to changing market and economic conditions. Additionally, a potentialloss of synergies from separating the businesses could negatively impact thebalance sheet, profit margins or earnings of both businesses and the combinedvalue of the common stock of the two publicly traded companies may not be equalto or greater than the value of VF common stock had the spin-off not occurred. Ifwe fail to achieve some or all of the benefits that we expect to achieve as a resultof the spin-off, or do not achieve them in the time we expect, our results ofoperations and financial condition could be materially adversely affected.

The Kontoor Brands spin-off could result in substantial tax liability to us andour stockholders.We received opinions of tax advisors substantially to the effect that, for U.S.Federal income tax purposes, the spin-off and certain

related transactions qualify for tax-free treatment under certain sections of theInternal Revenue Code. However, if the factual assumptions or representationsmade by us in connection with the delivery of the opinions are inaccurate orincomplete in any material respect, including those relating to the past and futureconduct of our business, we will not be able to rely on the opinions. Furthermore,the opinions are not binding on the IRS or the courts. If, notwithstanding receipt ofthe opinions, the spin-off transaction and certain related transactions aredetermined to be taxable, we would be subject to a substantial tax liability. Inaddition, if the spin-off transaction is taxable, each holder of our common stock whoreceived shares of Kontoor Brands in connection with the spin-off would generallybe treated as receiving a taxable distribution of property in an amount equal to thefair market value of the shares received.

Even if the spin-off otherwise qualifies as a tax-free transaction, the distributionwould be taxable to us (but not to our stockholders) in certain circumstances iffuture significant acquisitions of our stock or the stock of Kontoor Brands aredeemed to be part of a plan or series of related transactions that included the spin-off. In this event, the resulting tax liability could be substantial. In connection withthe spin-off, we entered into a tax matters agreement with Kontoor Brands,pursuant to which Kontoor Brands agreed to not enter into any transaction thatcould cause any portion of the spin-off to be taxable to us without our consent andto indemnify us for any tax liability resulting from any such transaction. In addition,these potential tax liabilities may discourage, delay or prevent a change of controlof us.

Certain directors who serve on our Board of Directors also serve asdirectors of Kontoor Brands, and ownership of shares of common stock ofKontoor Brands following the spin-off by our directors and executiveofficers, may create, or appear to create, conflicts of interest.Certain of our directors who serve on our Board of Directors currently serve on theBoard of Directors of Kontoor Brands. This may create, or appear to create,conflicts of interest when our or Kontoor Brands' management and directors facedecisions that could have different implications for us and Kontoor Brands,including the resolution of any dispute regarding the terms of the agreementsgoverning the spin-off and the relationship between us and Kontoor Brands afterthe spin-off or any other commercial agreements entered into in the futurebetween us and Kontoor Brands.

Some of our executive officers and non-employee directors currently own shares ofthe common stock of Kontoor Brands. The continued ownership of such commonstock by our directors and executive officers following the spin-off creates or maycreate the appearance of a conflict of interest when these directors and executiveofficers are faced with decisions that could have different implications for us andKontoor Brands.

ITEM 1B. UNRESOLVED STAFF COMMENTS.None.


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ITEM 2. PROPERTIES.The following is a summary of VF Corporation’s principal owned and leasedproperties as of March 28, 2020.

VF’s global headquarters are located in a 285,000 square foot, leased facility inDenver, Colorado. In addition, we own facilities in Stabio, Switzerland and leaseoffices in Hong Kong, China, which serve as our European and Asia-Pacificregional headquarters, respectively. We also own or lease segment and brandheadquarters facilities throughout the world.

VF owns a 236,000 square foot facility in Appleton, Wisconsin that serves as ashared services center for certain Outdoor, Active and Work brands in NorthAmerica. We own a 180,000 square foot facility in Greensboro, North Carolina thatserves as a corporate shared service center. Additionally, we own and leaseshared service facilities in Bornem, Belgium that support our Europeanoperations. Our sourcing hubs are located in Panama City, Panama and HongKong, China.

Our largest distribution centers are located in Visalia, California and Prague, CzechRepublic. Additionally, we operate 23 other owned or leased distribution centersprimarily in the U.S., but also in Argentina, Belgium, Canada, Chile, China, Mexico,the Netherlands and the United Kingdom. VF operates four manufacturing facilitiesin Mexico, Honduras and the Dominican Republic.

In addition to the principal properties described above, we lease many officesworldwide for sales and administrative purposes. We operate 1,379 retail storesacross the Americas, European and Asia-Pacific regions. Retail stores aregenerally leased under operating leases and include renewal options. We believeall facilities and machinery and equipment are in good condition and are suitablefor VF’s needs.

ITEM 3. LEGAL PROCEEDINGS.There are no pending material legal proceedings, other than ordinary, routine litigation incidental to the business, to which VF or any of its subsidiaries is a party or to whichany of their property is the subject.

ITEM 4. MINE SAFETY DISCLOSURES.Not applicable.


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PART II

ITEM 5. MARKET FOR VF’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES.VF’s Common Stock is listed on the New York Stock Exchange under the symbol “VFC”. As of April 25, 2020 there were 3,090 shareholders of record. Quarterly dividendson VF Common Stock, when declared, are paid on or about the 20th day of June, September, December and March.

PERFORMANCE GRAPH:

The following graph compares the cumulative total shareholder return on VFCommon Stock with that of the Standard & Poor’s (“S&P”) 500 Index and the S&P1500 Apparel, Accessories & Luxury Goods Subindustry Index (“S&P 1500Apparel Index”) for Fiscal 2015 through Fiscal 2020. The S&P 1500 Apparel Indexat the end of Fiscal 2020 consisted of Capri Holdings Limited, Carter’s, Inc.,Columbia Sportswear Company, Fossil, Inc., G-III Apparel Group, Ltd.,Hanesbrands Inc., Kontoor Brands, Inc., Movado Group, Inc.,

Oxford Industries, Inc., PVH Corp., Ralph Lauren Corporation, Tapestry, Inc.,Under Armour, Inc., Vera Bradley, Inc. and VF Corporation. The graph assumesthat $100 was invested at the end of Fiscal 2014 in each of VF Common Stock, theS&P 500 Index and the S&P 1500 Apparel Index, and that all dividends werereinvested. The graph plots the respective values on the last trading day of Fiscal2014 through Fiscal 2020. Past performance is not necessarily indicative of futureperformance.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF VF COMMON STOCK,S&P 500 INDEX AND S&P 1500 APPAREL INDEX

VF Common Stock closing price on March 28, 2020 was $57.79

Company / Index Base Period

1/3/15 1/2/16 12/31/16 12/30/17 3/30/19 3/28/20 VF Corporation $ 100.00 $ 86.02 $ 75.58 $ 107.89 $ 130.46 $ 94.33 S&P 500 Index 100.00 101.40 113.53 138.32 150.30 137.45 S&P 1500 Apparel, Accessories & Luxury Goods 100.00 79.15 71.17 84.95 86.10 45.46


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ISSUER PURCHASES OF EQUITY SECURITIES:

The following table sets forth VF’s repurchases of our Common Stock during the fiscal quarter ended March 28, 2020 under the share repurchase program authorized byVF’s Board of Directors in 2017.

Fiscal Period Total Number of

Shares Purchased

Weighted AveragePrice Paidper Share

Total Number ofShares Purchasedas Part of Publicly

Announced Programs

Dollar Valueof Shares that May Yet be

Purchased Under theProgram

December 29, 2019 — January 25, 2020 — $ — — $ 3,336,979,318January 26, 2020 — February 22, 2020 4,061,864 83.71 4,061,864 2,996,957,999February 23, 2020 — March 28, 2020 2,097,570 76.27 2,097,570 2,836,975,339Total 6,159,434 6,159,434


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ITEM 6. SELECTED FINANCIAL DATA.The following table sets forth selected consolidated financial data for the five yearsended March 28, 2020 and transition period ended March 31, 2018. VF operatesand reports using a 52/53 week fiscal year ending on the Saturday closest toMarch 31 of each year. VF previously used a 52/53 week fiscal year ending on theSaturday closest to December 31 of each year. All references to the periods endedMarch 2020, March 2019, December 2017, December 2016 and December 2015relate to the 52-week fiscal years ended March 28, 2020, March 30, 2019,December 30, 2017, December 31, 2016 and January 2, 2016, respectively. Allreferences to the period ended March 2018 relate to the 13-week transition periodended March 31, 2018.

The income statement data for the years ended March 2020 and 2019, the threemonths ended March 2018 and the year ended December 2017, and the balancesheet data as of March 2020 and

2019, have been derived from the Consolidated Financial Statements included inthis Form 10-K and reflect VF's continuing operations. The income statement datafor the years ended December 2016 and 2015 along with the balance sheet dataas of March 2018, December 2017, December 2016 and December 2015 have notbeen restated to present the Jeans business or the Occupational Workwearbusiness as discontinued operations and are therefore not comparable and areunaudited. Refer to Note 4 to VF’s consolidated financial statements included inthis report for additional information regarding discontinued operations.

This selected financial data should be read in conjunction with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” andVF’s consolidated financial statements and accompanying notes included in thisreport. Historical results presented herein may not be indicative of future results.

(Dollars and shares in thousands, except pershare amounts)

Year Ended March

Three MonthsEnded March

(Transition Period) Year Ended December 2020 2019 2018 2017 2016 2015

SUMMARY OF OPERATIONS (1) Net revenues $ 10,488,556 $ 10,266,887 $ 2,181,546 $ 8,394,684 $ 11,026,147 $ 10,996,393 Operating income (2) 927,805 1,190,182 147,552 883,374 1,455,458 1,680,419 Income from continuing operations 629,146 870,426 128,975 268,070 1,078,854 1,217,056 Earnings per common share from

continuing operations – basic $ 1.59 $ 2.20 $ 0.33 $ 0.67 $ 2.59 $ 2.86 Earnings per common share from

continuing operations – diluted 1.57 2.17 0.32 0.66 2.56 2.82 Dividends per share 1.90 1.94 0.46 1.72 1.53 1.33 FINANCIAL POSITION (3) (4) Working capital $ 1,518,774 $ 1,094,400 $ 1,256,941 $ 1,353,983 $ 2,378,198 $ 2,033,498 Current ratio 1.5 1.5 1.4 1.5 2.4 2.1 Total assets $ 10,522,112 $ 8,417,281 $ 9,937,730 $ 9,577,802 $ 9,015,694 $ 8,600,426 Long-term debt, less current

maturities 2,608,269 2,115,884 2,212,555 2,187,789 2,039,180 1,401,820 Stockholders’ equity 3,357,334 4,298,516 3,688,096 3,719,900 4,940,921 5,384,838 Debt to total capital ratio (5) 60.8% 39.3% 50.4% 44.0% 31.9% 25.6% Weighted average common shares

outstanding - basic 395,411 395,189 395,253 399,223 416,103 425,408 Weighted average common shares

outstanding - diluted 399,936 400,496 401,276 403,559 422,081 432,079 OTHER STATISTICS Return on invested capital (6) (7) 10.0% 13.0% 2.1% 4.1% 15.4% 17.1% Cash provided (used) by operating

activities - continuing operations(8) $ 800,446 $ 1,240,045 $ (253,402) $ 1,017,872 $ 1,480,568 $ 1,203,616

Cash dividends paid 748,663 767,061 181,373 684,679 635,994 565,275

(1) Operating results for the year ended March 2020 include a goodwill impairment charge, which impacted pretax operating income by $323.2 million, after-tax income from continuingoperations by $322.9 million, basic earnings per share by $0.82 and diluted earnings per share by $0.81. VF recorded a $93.6 million tax benefit related to the transitional impact of theSwiss Tax Act, which impacted basic earnings per share by $0.24 and diluted earnings per share by $0.23 in the year ended March 2020. The year ended March 2020 included a$48.3 million charge related to the release of certain currency translation amounts associated with the substantial liquidation of foreign entities in certain countries in South America.This impacted after-tax income from continuing operations by $48.3 million, basic earnings per share by $0.12 and diluted earnings per share by $0.12. The year ended March 2020also included a $68.2 million impact from debt extinguishment, which impacted after-tax income from continuing operations by $56.9 million, basic earnings per share by $0.14 anddiluted earnings per share by $0.14. Operating results for the years ended March 2020 and March


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2019 include costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado. For the year ended March 2020, the costs impacted pretaxoperating income by $41.5 million, after-tax income from continuing operations by $30.9 million, basic earnings per share by $0.08 and diluted earnings per share by $0.08. For the yearended March 2019, the relocation costs impacted pretax operating income by $47.4 million, after-tax income from continuing operations by $35.3 million, basic earnings per share by$0.09 and diluted earnings per share by $0.09. VF recorded non-operating losses on sale related to the divestitures of the Reef® brand business and Van Moer business, totaling $36.8million in the year ended March 2019. The losses impacted after-tax income from operations by $33.1 million, basic earnings per share by $0.08 and diluted earnings per share by$0.08. VF recorded a $465.5 million provisional tax charge in December 2017 related to the transitional impact of the U.S. Tax Act. The charge impacted basic earnings per share by$1.17 and diluted earnings per share by $1.15. Operating results for the year ended December 2016 include charges for the impairment of goodwill and intangible assets and pensionsettlement. The charges impacted pretax operating income by $130.5 million, after-tax income from continuing operations by $95.5 million, basic earnings per share by $0.23 and dilutedearnings per share by $0.23.

(2) Reflects adoption of accounting standards update 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and NetPeriodic Postretirement Benefit Cost" and the restatement of prior periods to conform to current year presentation. For the years ended December 2017, 2016, and 2015, operatingincome increased and other income (expense), net decreased by $9.9 million, $87.2 million and $35.6 million, respectively. In the three months ended March 2018, operating incomedecreased and other income (expense), net increased by $1.3 million.

(3) VF adopted the accounting standards update regarding leases on March 31, 2019, which resulted in a net decrease of $2.5 million in the retained earnings line item of the ConsolidatedBalance Sheet as of March 31, 2019. The adoption also resulted in the recognition of operating lease right-of-use assets and operating lease liabilities within the Consolidated BalanceSheet. Prior period financial information has not been restated. Refer to Note 1 to VF’s consolidated financial statements for additional information.

(4) VF early adopted the accounting standards update regarding intra-entity transfers in the first quarter of 2017, which resulted in a cumulative adjustment to retained earnings andreduction in other assets in the Consolidated Balance Sheet at January 1, 2017 of $237.8 million. VF adopted the accounting standards update regarding revenue recognition on April1, 2018, which resulted in a cumulative adjustment to increase retained earnings by $2.0 million and had a material impact to the Consolidated Balance Sheet due to reclassifications ofcertain customer-related balances. Prior period financial information has not been restated.

(5) For the ratio of debt to total capital, debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, beginning in the Fiscal 2020 period. Total capital isdefined as debt plus stockholders’ equity.

(6) The numerator in the return calculations is defined as income from continuing operations plus total interest income/expense, net oftaxes.

(7) Invested capital is defined as average stockholders’ equity plus average short-term and long-termdebt.

(8) The cash flows related to discontinued operations have not been segregated in the years ended December 2016 and 2015, and are included in the Consolidated Statements of CashFlows. Accordingly, the information includes the results of continuing and discontinued operations for the years ended December 2016 and 2015.


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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

VF Corporation (together with its subsidiaries, collectively known as “VF” or the"Company”) is a global leader in the design, procurement, production, marketingand distribution of branded lifestyle apparel, footwear and related products. VF’sdiverse portfolio meets consumer needs across a broad spectrum of activities andlifestyles. Our long-term growth strategy is focused on four drivers — drive andoptimize our portfolio, distort investments to Asia, elevate direct channels andaccelerate our consumer-minded, retail-centric, hyper-digital business modeltransformation.

VF is diversified across brands, product categories, channels of distribution,geographies and consumer demographics. We own a

broad portfolio of brands in the outerwear, footwear, apparel, backpack, luggageand accessories categories. Our products are marketed to consumers through ourwholesale channel, primarily in specialty stores, department stores, nationalchains, mass merchants, independently-operated partnership stores and withstrategic digital partners. Our products are also marketed to consumers throughour own direct-to-consumer operations, which include VF-operated stores,concession retail stores, brand e-commerce sites and other digital platforms.

VF is organized by groupings of businesses represented by its reportablesegments for financial reporting purposes. The three reportable segments areOutdoor, Active and Work.

BASIS OF PRESENTATION

VF changed to a 52/53 week fiscal year ending on the Saturday closest to March31 of each year. VF previously used a 52/53 week fiscal year ending on theSaturday closest to December 31 of each year. All references to the years endedMarch 2020 ("2020"), March 2019 ("2019") and December 2017 ("2017") relate tothe 52-week fiscal years ended March 28, 2020, March 30, 2019 andDecember 30, 2017, respectively. All references to the three months ended March2018 relate to the 13-week transition period ended March 31, 2018.

All per share amounts are presented on a diluted basis. All percentages shown inthe tables below and the discussion that follows have been calculated usingunrounded numbers.

References to the year ended March 2020 foreign currency amounts below reflectthe changes in foreign exchange rates from the year ended March 2019 and theirimpact on translating foreign currencies into U.S. dollars. All references to foreigncurrency amounts also reflect the impact of foreign currency-denominatedtransactions in countries with highly inflationary economies. VF’s most significantforeign currency exposure relates to business conducted in euro-based countries.Additionally, VF conducts business in other developed and emerging marketsaround the world with exposure to foreign currencies other than the euro, such asArgentina, which is a highly inflationary economy.

On October 2, 2017, VF acquired 100% of the outstanding shares of Williamson-Dickie Mfg. Co. ("Williamson-Dickie") and the business results have been includedin the Work segment. On April 3, 2018, VF acquired 100% of the stock ofIcebreaker Holdings Limited ("Icebreaker"). On June 1, 2018, VF acquired 100% ofthe stock of Icon-Altra LLC, plus certain assets in Europe ("Altra"). The businessresults for Icebreaker and Altra have been included in the Outdoor segment. Allreferences to contributions from acquisition below represent the operating resultsof Altra for the two months ended May 2019, which reflects the one-yearanniversary of the acquisition. Refer to Note 3 to VF's consolidated financialstatements for additional information on acquisitions.

The Nautica® brand business sold on April 30, 2018 and the Licensing Business(which comprised the Licensed Sports Group and JanSport® brand collegiatebusinesses) sold during the year ended December 2017 have been reported asdiscontinued

operations in our Consolidated Statements of Income and ConsolidatedStatements of Cash Flows. These changes have been applied to all periodspresented.

On October 5, 2018, VF completed the sale of the Van Moer business, which wasincluded in the Work segment. On October 26, 2018, VF completed the sale of theReef® brand business, which was included in the Active segment. All references todispositions below represent the impact of operating results of the Reef® brandand Van Moer businesses through their dates of disposition for the year endedMarch 2019.

On May 22, 2019, VF completed the spin-off of its Jeans business, which includedthe Wrangler®, Lee® and Rock & Republic® brands, as well as the VF OutletTMbusiness, into an independent, publicly traded company now operating under thename Kontoor Brands, Inc. ("Kontoor Brands"). As a result, VF reported theoperating results for the Jeans business in the income from discontinuedoperations, net of tax line item in the Consolidated Statements of Income and therelated cash flows have been reported as discontinued operations in theConsolidated Statements of Cash Flows, for all periods presented. In addition, therelated assets and liabilities have been reported as assets and liabilities ofdiscontinued operations in the Consolidated Balance Sheets, through the date thespin-off was completed.

On January 21, 2020, VF announced its decision to explore the divestiture of itsOccupational Workwear business. The Occupational Workwear business iscomprised primarily of the following brands and businesses: Red Kap®, VFSolutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® andHorace Small®. The business also includes certain Dickies® occupationalworkwear products that have historically been sold through the business-to-business channel. During the three months ended March 2020, the Companydetermined that the Occupational Workwear business met the held-for-sale anddiscontinued operations accounting criteria and expects to divest this business inthe next twelve months. Accordingly, the Company began to report the results ofthe Occupational Workwear business and the related cash flows as discontinuedoperations in the Consolidated Statements of Income and ConsolidatedStatements of Cash Flows, respectively. The related held-for-sale assets andliabilities have been reported as assets and liabilities of


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discontinued operations in the Consolidated Balance Sheets. These changes havebeen applied for all periods presented.

Unless otherwise noted, amounts, percentages and discussion for all periodsincluded below reflect the results of operations and financial condition from VF'scontinuing operations.

Refer to Note 4 for additional information on discontinued operations and otherdivestitures.

RECENT DEVELOPMENTS

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of a novelcoronavirus ("COVID-19") a pandemic. As the global spread of COVID-19continues, VF remains first and foremost focused on a people-first approach thatprioritizes the health and well-being of its employees, customers, trade partnersand consumers around the world. To help mitigate the spread of COVID-19, VFhas modified its business practices, including in response to legislation, executiveorders and guidance from government entities and healthcare authorities(collectively, "COVID-19 Directives"). These directives include the temporaryclosing of offices and retail stores, instituting travel bans and restrictions andimplementing health and safety measures including social distancing andquarantines.

As a result of COVID-19 Directives, retail stores in Asia-Pacific, Europe and theAmericas, whether operated by VF or our customers, were or are now closed.Currently, the majority of VF-operated retail stores have reopened in Asia-Pacific,including all in Mainland China, and while store traffic has improved recently, itremains down significantly when compared with the prior year. VF has started aphased reopening of its retail stores in Europe and North America in accordancewith guidance from government entities and healthcare authorities, to allow propertraining and preparation of the retail environment. VF currently expects most of itsretail stores to be open by mid-calendar year 2020. While many of VF's wholesalecustomers in North America and Europe remain closed, most have announcedreopening plans starting in the coming weeks.

Consistent with VF’s long-term strategy, the Company’s digital platform remains ahigh priority through which its brands stay

connected with consumer communities while providing experiential content. Inaccordance with local government guidelines and in consultation with the guidanceof global health professionals, VF has implemented measures designed to ensurethe health, safety and well-being of associates employed in its distribution andfulfillment centers around the world. Many of these facilities remain operationaland support digital consumer engagement with its brands and to service retailpartners as needed.

COVID-19 has also impacted some of VF's suppliers, including third-partymanufacturers, logistics providers and other vendors. At this time, many of VF'sfacilities continue to manufacture and distribute products globally in a reducedcapacity. VF is actively monitoring our supply chain and implementing mitigationplans.

The COVID-19 pandemic is ongoing and dynamic in nature, and continues to driveglobal uncertainty and disruption. As a result, COVID-19 is having a significantnegative impact on the Company's business, including the consolidated financialcondition, results of operations and cash flows during the fourth quarter of Fiscal2020. While we are not able to determine the ultimate length and severity of theCOVID-19 pandemic, we expect store closures, both VF-operated and ourcustomers, an anticipated reduction in traffic once stores initially reopen and ahighly promotional marketplace will have a significant negative impact on ourFiscal 2021 financial performance including a decrease in revenues ofapproximately 50% in the first quarter.

Enterprise Protection Strategy

VF has taken a number of proactive actions to advance its Enterprise ProtectionStrategy in response to the COVID-19 outbreak.

To enhance VF's financial flexibility and liquidity in the current unprecedentedperiod of uncertainty, including the unknown duration and overall impact of theCOVID-19 outbreak, on March 23, 2020, VF elected to draw down $1.0 billionavailable from its $2.25 billion senior unsecured revolving credit facility (the "GlobalCredit Facility") that expires in December 2023. On April 9, 2020, VF elected todraw down an additional $1.0 billion available from the Global Credit Facility.

On April 23, 2020, VF closed its sale of senior unsecured notes including $1.0billion of 2.050% notes due April 2022, $750.0 million of 2.400% notes due April2025, $500.0 million of 2.800% notes due April 2027 and $750.0 million of 2.950%notes due April 2030. The net proceeds received by the Company wereapproximately $2.98 billion. A portion of the net proceeds was used to repay the$2.0 billion of borrowings under the Global Credit Facility noted above

and the remaining net proceeds will be used for general corporate purposes.Following the notes issuance and repayment, VF has approximately $2.2 billionavailable for borrowing against the Global Credit Facility and approximately $3.0billion of cash and equivalents on hand.

Other actions VF has taken to support its business in response to the COVID-19pandemic include the Company's decision to temporarily pause its sharerepurchase program. The Company currently has $2.8 billion remaining under itscurrent share repurchase authorization. Subject to approval by its Board ofDirectors, VF intends to continue to pay its regularly scheduled dividend and iscurrently not contemplating the suspension of its dividend program. VF's planneddivestiture of the Occupational Workwear business would provide an additionalsource of cash.

Other actions taken by VF also include the temporary reduction of CEO SteveRendle's base salary by 50 percent and the base salaries of VF's ExecutiveLeadership Team by 25 percent. In addition, VF’s Board of Directors willtemporarily forgo their cash retainer. These


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reductions will continue to be assessed as the situation progresses.

VF has implemented cost controls to reduce discretionary spending to help mitigatethe loss of sales and to conserve cash while continuing to support employees. VFis also assessing its forward inventory purchase commitments to ensure propermatching of supply and demand, which will result in an overall reduction in futurecommitments. As VF continues to actively monitor the situation, we may takefurther actions that affect our operations.

We believe the Company has sufficient liquidity and flexibility to operate during thedisruptions caused by the COVID-19 pandemic and related governmental actionsand regulations and health authority advisories and meet its obligations as theybecome due. However, due to the uncertainty of the duration and severity of theCOVID-19 pandemic, governmental actions in response to the pandemic, and theimpact on us and our consumers, customers and suppliers, there is no certaintythat the measures we take will be sufficient to mitigate the risks posed by COVID-19. See "Item 1A. Risk Factors." for additional discussion.

HIGHLIGHTS OF THE YEAR ENDED MARCH 2020

• Year ended March 2020 revenues increased 2% to $10.5 billion compared tothe year ended March 2019, primarily due to the $462.4 million contributionfrom organic growth, including a 2% unfavorable impact from foreigncurrency.

• Active segment revenues increased 4% to $4.9 billion compared to the yearended March 2019, including a 2% unfavorable impact from foreign currency.

• Outdoor segment revenues remained flat at $4.6 billion over the year endedMarch 2019, including a 1% unfavorable impact from foreign currency.

• Direct-to-consumer revenues were up 5% compared to the year endedMarch 2019, including a 1% unfavorable impact from foreign currency. Direct-to-consumer revenues accounted for 41% of VF’s total revenues in the yearended March 2020. VF opened 102 retail stores in the year ended March2020. E-commerce revenues increased 15% in the year ended March 2020compared to the year ended March 2019, including a 2% unfavorable impactfrom foreign currency.

• International revenues increased 1% over the year ended March 2019,including a 3% unfavorable impact from foreign currency. Internationalrevenues represented 47% of VF’s total revenues in the year ended March2020.

• Gross margin increased 70 basis points to 55.3% in the year ended March2020 compared to the year ended March 2019,

primarily driven by a mix-shift to higher margin businesses and a favorablenet foreign currency transaction impact.

• Operating cash flow from continuing operations was $800.4 million in theyear ended March 2020.

• Earnings per share decreased 28% to $1.57 in the year ended March 2020from $2.17 in the year ended March 2019. The decrease was driven by an$0.81 impact from a goodwill impairment charge. The decrease was alsoattributed to the impact from debt extinguishment, a pension settlementcharge, specified strategic business decisions in South America, continuedinvestments in our key strategic growth initiatives and the unfavorableimpacts from foreign currency. These decreases were partially offset by a$0.23 positive transitional impact from the enactment of Switzerland'sFederal Act of Tax Reform and AHV Financing ("Swiss Tax Act"), organicgrowth in the Active segment, and continued strength in our direct-to-consumer and international businesses.

• All financial performance measures were negatively impacted by theCOVID-19 pandemic during the fourth quarter of the year ended March2020.

• VF repurchased $1.0 billion of its Common Stock and paid $748.7 million incash dividends, returning $1.7 billion to stockholders.

ANALYSIS OF RESULTS OF OPERATIONS

Consolidated Statements of Income

The following table presents a summary of the changes in net revenues for the year ended March 2020 compared to the year ended March 2019:

(In millions)

Year Ended March 2020Compared to Year Ended March

2019 Net revenues — prior period $ 10,266.9 Organic 462.4 Acquisition 11.8 Dispositions (96.3 ) Impact of foreign currency (156.2 ) Net revenues — current period $ 10,488.6


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Year Ended March 2020 Compared to Year Ended March 2019VF reported a 2% increase in revenues in 2020. The revenue increase was attributable to organic growth in all segments and continued strength in our direct-to-consumerand international businesses. The increase was partially offset by lower revenues due to the Reef® brand and Van Moer business dispositions and an unfavorable impactfrom foreign currency. The overall increase was also impacted by lower revenues in the fourth quarter of Fiscal 2020, primarily driven by the COVID-19 outbreak, whichresulted in an 11% decrease in revenues over the fourth quarter of Fiscal 2019. Excluding the impact of foreign currency, international sales grew in every region in 2020.There is significant uncertainty about the duration and extent of the impact of COVID-19; however, due to store closures and an expected reduction in initial traffic oncestores reopen, we anticipate there will be a significant negative impact to our Fiscal 2021 revenues including a decrease of approximately 50% in the first quarter.

Additional details on revenues are provided in the section titled “Information by Reportable Segment”.

The following table presents the percentage relationship to net revenues for components of the Consolidated Statements of Income:

Year Ended March 2020 2019Gross margin (net revenues less cost of goods sold) 55.3 % 54.6 %Selling, general and administrative expenses 43.4 43.1Impairment of goodwill 3.1 —Operating margin 8.8 % 11.6 %

Year Ended March 2020 Compared to Year Ended March 2019Gross margin increased 70 basis points to 55.3% in 2020 compared to 54.6% in2019. Gross margin in 2020 was positively impacted by a mix-shift to highermargin businesses and a favorable net foreign currency transaction impact.

Selling, general and administrative expenses as a percentage of total revenuesincreased 30 basis points in 2020 compared to 2019. This increase was primarilydue to continued investments in our key strategic growth initiatives, which includedirect-to-consumer, demand creation, product innovation and technology. Thesecosts were partially offset by leverage of operating expenses on higher revenues,decreased compensation costs and lower transaction and deal-related costs in2020.

VF recorded a $323.2 million noncash impairment charge related to theTimberland reporting unit during the fourth quarter of 2020. For additionalinformation, refer to Notes 9 and 23 to the consolidated financial statements andthe "Critical Accounting Policies and Estimates" section below.

I n 2020, operating margin decreased 280 basis points, to 8.8% from 11.6% in2019, primarily due to the items described above.

Net interest expense decreased $20.6 million to $72.2 million in 2020. Thedecrease in net interest expense was due to lower rates on decreased borrowingsof short-term debt, partially due to repayment activity funded by the cash receivedfrom Kontoor Brands, and higher international cash balances in higher yieldingcurrencies. The decrease was partially offset by a deferred loss on an interest ratehedging contract of $8.5 million recognized in net interest expense in 2020 inconnection with the full redemption of the aggregate principal amount of theoutstanding 2021 notes.

Outstanding interest-bearing debt averaged $2.6 billion and $3.4 billion for 2020and 2019, respectively, with short-term borrowings representing 15.2% and 35.3%of average debt outstanding for the respective years. The weighted averageinterest rate on outstanding debt was 3.0% in 2020 and 3.1% in 2019.

Loss on debt extinguishment of $59.8 million was recorded in 2020 as a result ofthe premiums, amortization and fees associated with cash tender offers for VF'soutstanding 2033 and 2037 notes, and the full redemption of VF's outstanding2021 notes.

Other income (expense), net primarily consists of foreign currency gains andlosses, other components of net periodic pension cost (excluding the service costcomponent) and non-operating gains and losses. Other income (expense) nettedto $(68.7) million and $(59.1) million in 2020 and 2019, respectively. Included inother income (expense), net in 2020 is $48.3 million expense related to the releaseof currency translation amounts associated with the substantial liquidation offoreign entities in certain countries in South America and $27.4 million expenserelated to pension settlement charges. Included in other income (expense), net in2019 is the loss on sale of the Reef® brand of $14.4 million and loss on sale of$22.4 million related to the divestiture of the Van Moer business.

The effective income tax rate was 13.5% in 2020 compared to 16.2% in 2019. Theeffective income tax rate is lower in 2020 when compared to 2019 primarily due tothe discrete tax benefit associated with the transitional impact of the Swiss TaxAct. The 2020 effective income tax rate included a net discrete tax benefit of $92.5million, which primarily related to the $93.6 million net tax benefit recognized due tothe transitional impact from the enactment of the Swiss Tax Act. The $92.5 millionnet discrete tax benefit in 2020 reduced the effective income tax rate by 12.7%compared to an unfavorable 2.0% impact of discrete items for 2019. Excludingdiscrete items, the effective tax rate during 2020 increased by approximately12.0% primarily due to nondeductible goodwill impairment charges and a lowerpercentage of income in lower tax rate jurisdictions. The international effective taxrate was 15.6% for 2020.

As a result of the above, income from continuing operations in 2020 was $629.1million ($1.57 per diluted share), compared to $870.4 million ($2.17 per dilutedshare) in 2019.

There is significant uncertainty about the duration and extent of the impact ofCOVID-19; however, due to expected lower revenues, the adverse impact to grossmargin due to higher promotional activity and higher net interest expense resultingfrom recent debt issuances, we anticipate there will be a significant negativeimpact to our Fiscal 2021 income from continuing operations.

Refer to additional discussion in the “Information by Reportable Segment” sectionbelow.


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Information by Reportable Segment

VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of reconciliation of revenues and profit, butit is not considered a reportable segment. Included in this Other category are results related to the sale of non-VF products and transition services primarily related to thesale of the Nautica® brand business.

The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segmentprofit comprises the operating income and other income (expense), net line items of each segment.

Refer to Note 20 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income beforeincome taxes.

Year Ended March 2020 Compared to Year Ended March 2019The following tables present a summary of the changes in segment revenues and profit in the year ended March 2020 compared to the year ended March 2019:

Segment Revenues: Year Ended March 2020 Compared to Year Ended March 2019 (In millions) Outdoor Active Work Other (a) Total Segment revenues — Year Ended March 2019 $ 4,649.0 $ 4,721.8 $ 885.7 $ 10.4 $ 10,266.9 Organic 53.0 345.1 32.2 32.1 462.4 Acquisition 11.8 — — — 11.8 Dispositions — (71.3) (25.0) — (96.3) Impact of foreign currency (69.8) (76.2) (6.5) (3.7) (156.2) Segment revenues — Year Ended March 2020 $ 4,644.0 $ 4,919.4 $ 886.4 $ 38.8 $ 10,488.6 Segment Profit: Year Ended March 2020 Compared to Year Ended March 2019 (In millions) Outdoor Active Work Other (a) Total Segment profit — Year Ended March 2019 $ 544.4 $ 1,125.7 $ 67.4 $ 3.3 $ 1,740.8 Organic (22.2) 35.2 (15.8) (13.8) (16.6) Acquisition (0.2) — — — (0.2) Dispositions — (6.6) (0.9) — (7.5) Impact of foreign currency (5.9) (17.5) (0.3) 4.0 (19.7) Segment profit — Year Ended March 2020 $ 516.1 $ 1,136.8 $ 50.4 $ (6.5) $ 1,696.8

(a) Included in the Other category for the year ended March 2020 are results primarily related to the sale of non-VF products. The year ended March 2019 reflect results primarily fromtransition services related to the sale of the Nautica® brand business. Differences in the results as compared to the prior year, other than the impact of foreign currency, are reflectedwithin the 'organic' activity.


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The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesalechannel for all periods.

Outdoor

Year Ended March (Dollars in millions) 2020 2019 Percent Change Segment revenues $ 4,644.0 $ 4,649.0 (0.1 )% Segment profit 516.1 544.4 (5.2 )% Operating margin 11.1 % 11.7 %

The Outdoor segment includes the following brands: The North Face®, Timberland®, Icebreaker®, Smartwool® and Altra®.

Year Ended March 2020 Compared to Year Ended March 2019Global revenues for Outdoor were flat in 2020 compared to 2019, including a 1%unfavorable impact due to foreign currency. Full year 2020 global revenues forOutdoor included a 15% decline in the fourth quarter (including a 1% unfavorableimpact from foreign currency), primarily due to the impact of COVID-19. Revenuesin the Americas region increased 2% in 2020. Revenues in the Europe regiondecreased 2%, including a 3% unfavorable impact from foreign currency.Revenues in the Asia-Pacific region decreased 3% in 2020, with a 2% unfavorableimpact from foreign currency.

Global revenues for The North Face® brand increased 3% in 2020, including a 2%unfavorable impact from foreign currency. The increase was due to operationalgrowth across all channels and regions, including strong performance in thewholesale channel and growth in the direct-to-consumer channel driven by anexpanding e-commerce business. Full year 2020 global revenues for The NorthFace® brand included a 14% decrease in the fourth quarter (including a 1%unfavorable impact from foreign currency), primarily due to the impact of COVID-19.

Global revenues for the Timberland® brand decreased 8% in 2020. The decreasereflects overall declines in the wholesale and direct-to-consumer channels and anoverall 2% unfavorable impact from foreign currency, which were partially offset bye-commerce growth and increases in China. Full year 2020 global revenues for theTimberland® brand included a 23% decrease in the fourth quarter (including a 1%unfavorable impact from foreign currency), primarily due to the impact of COVID-19.

Global direct-to-consumer revenues for Outdoor were flat in 2020, including a 2%unfavorable impact from foreign currency. Declines in retail store sales were offsetby a growing e-commerce business across all regions. Full year 2020 globaldirect-to-consumer revenues for Outdoor included a 12% decrease in the fourthquarter (including a 1% unfavorable impact from foreign currency), primarily due tothe impact of COVID-19. Global wholesale revenues for Outdoor were flat,including a 1% unfavorable impact from foreign currency and reflected globalgrowth in The North Face® brand. Full year 2020 global wholesale revenues forOutdoor included an 18% decrease in the fourth quarter (including a 1%unfavorable impact from foreign currency), primarily due to the impact of COVID-19.

Operating margin decreased 60 basis points in 2020 compared to the 2019 perioddue to higher product costs and increased investments in product innovation,demand creation and technology. The decline was partially offset by increasedpricing, a mix-shift to higher margin businesses, lower relocation costs and afavorable net foreign currency transaction impact. The decrease was also partiallyoffset by a gain of approximately $11 million on the sale of office real estate andrelated assets in connection with the relocation of VF's global headquarters andcertain brands to Denver, Colorado during the first quarter of 2020.

As discussed above, there is significant uncertainty about the duration and extentof the impact of COVID-19; however, we anticipate there will be a significantnegative impact to our Outdoor Fiscal 2021 segment revenues and segment profit.


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Active

Year Ended March (Dollars in millions) 2020 2019 Percent Change Segment revenues $ 4,919.4 $ 4,721.8 4.2 % Segment profit 1,136.8 1,125.7 1.0 % Operating margin 23.1 % 23.8 %

The Active segment includes the following brands: Vans®, Kipling®, Napapijri®, Eastpak®, JanSport®, Reef® (through the date of sale) and Eagle Creek®.

Year Ended March 2020 Compared to Year Ended March 2019Global revenues for Active increased 4% in 2020 compared to 2019, including a2% unfavorable impact from foreign currency, driven by growth across all channelsand regions (excluding the impact of foreign currency). Full year 2020 globalrevenues for Active included a 9% decline in the fourth quarter (including a 1%unfavorable impact from foreign currency), primarily due to the impact of COVID-19. Revenues in the Americas region increased 5% in 2020. Revenues in theEurope region decreased 1%, including a 4% unfavorable impact from foreigncurrency. Revenues in the Asia-Pacific region increased 11% in 2020, including a4% unfavorable impact from foreign currency. The year ended March 2020 wasalso negatively impacted by the sale of the Reef® brand business in October 2018,which resulted in lower revenues of $71.3 million. Excluding the impact of thedisposition, global revenues for Active increased 6% compared to the 2019 period,including a 1% unfavorable impact from foreign currency.

Vans® brand global revenues increased 10% in 2020, including a 1% unfavorableimpact from foreign currency. The increase was due to strong operational growthacross all channels and regions, including strong wholesale performance anddirect-to-consumer growth driven by an expanding e-commerce business and newstore openings. Full year 2020 global revenues for the Vans® brand included a 7%decrease in the fourth quarter (including a 1% unfavorable impact from foreigncurrency), primarily due to the impact of COVID-19.

Global direct-to-consumer revenues for Active grew 8% in 2020, including a 1%unfavorable impact from foreign currency. Growth

in the direct-to-consumer channel was driven by a growing e-commerce businessand new store openings for the Vans® brand. Full year 2020 global direct-to-consumer revenues for Active included an 11% decrease in the fourth quarter,primarily due to the impact of COVID-19. Global wholesale revenues for Activeincreased 1% in 2020, driven by global growth in the Vans® brand, and included a2% unfavorable impact from foreign currency. Full year 2020 global wholesalerevenues for Active included an 8% decrease in the fourth quarter (including a 2%unfavorable impact from foreign currency), primarily due to the impact of COVID-19. Excluding the impact of the Reef® brand disposition, global wholesalerevenues for Active increased 3% in 2020 compared to 2019, including a 2%unfavorable impact from foreign currency.

Operating margin decreased 70 basis points in 2020, reflecting increasedinvestments in direct-to-consumer, demand creation, product innovation andtechnology, partially offset by leverage of operating expenses on higher revenues,a mix-shift to higher margin businesses and a favorable net foreign currencytransaction impact.

As discussed above, there is significant uncertainty about the duration and extentof the impact of COVID-19; however, we anticipate there will be a significantnegative impact to our Active Fiscal 2021 segment revenues and segment profit.


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Work

Year Ended March (Dollars in millions) 2020 2019 Percent Change Segment revenues $ 886.4 $ 885.7 0.1 % Segment profit 50.4 67.4 (25.2 )% Operating margin 5.7 % 7.6 %

The Work segment includes the following brands: Dickies® and Timberland PRO®.

Year Ended March 2020 Compared to Year Ended March 2019Global Work revenues were flat in 2020 compared to 2019, including a 1%unfavorable impact from foreign currency. Full year 2020 global revenues for Workincluded a 1% decrease in the fourth quarter (including a 1% unfavorable impactfrom foreign currency), which was impacted by COVID-19. The year ended March2020 was also negatively impacted by the sale of the Van Moer business inOctober 2018, which resulted in lower revenues of $25.0 million. Excluding theimpact of the disposition, global revenues for Work increased 3% compared to the2019 period, including a 1% unfavorable impact from foreign currency. Therevenue increase was due to growth in both the Dickies® and Timberland PRO®brands. Revenues in the Americas increased 3% in 2020. Revenues in the Europeregion were flat, including a 3% unfavorable impact from foreign currency.Revenues in the Asia-Pacific region increased 7%, including a 3% unfavorableimpact from foreign currency.

Dickies® brand global revenues increased 3% in 2020, including a 1% unfavorableimpact from foreign currency. The increase was

primarily due to growth in the Asia-Pacific region, specifically in China, and reflectsincreases in the wholesale and direct-to-consumer channels. Full year 2020 globalrevenues for the Dickies® brand included a 3% decrease in the fourth quarter(including a 1% unfavorable impact from foreign currency), primarily due to theimpact of COVID-19.

Operating margin decreased 190 basis points in 2020 compared to 2019. Thedecrease reflects certain higher product costs and increased investments in direct-to-consumer, demand creation and product innovation, partially offset by increasedpricing and lower transaction and deal-related costs from the acquisition of theWilliamson-Dickie business.

As discussed above, there is significant uncertainty about the duration and extentof the impact of COVID-19; however, we anticipate there will be a significantnegative impact to our Work Fiscal 2021 segment revenues and segment profit.

Reconciliation of Segment Profit to Consolidated Income Before Income Taxes

There are three types of costs necessary to reconcile total segment profit toconsolidated income before income taxes. These costs are (i) impairment ofgoodwill and intangible assets, which is excluded from segment profit becausethese costs are not part of the ongoing operations of the respective businesses,(ii) interest expense, net, and loss on debt extinguishment which are excluded fromsegment profit because substantially all financing costs are managed at the

corporate office and are not under the control of segment management, and(iii) corporate and other expenses, which are excluded from segment profit to theextent they are not allocated to the segments. Impairment of goodwill and netinterest expense are discussed in the “Consolidated Statements of Income”section, and corporate and other expenses are discussed below.

Following is a summary of VF’s corporate and other expenses:

Year Ended March (In millions) 2020 2019Information systems and shared services $ 365.9 $ 418.1Less costs allocated to segments (212.0 ) (255.6 )Information systems and shared services retained at corporate 153.9 162.5Corporate headquarters’ costs 292.5 257.3Other 68.0 189.9Corporate and other expenses $ 514.4 $ 609.7

Information Systems and Shared ServicesThese costs include management information systems and the centralized finance,supply chain, human resources, direct-to-consumer and customer managementfunctions that support worldwide operations. Operating costs of informationsystems and shared services are charged to the segments based on utilization ofthose services. Costs to develop new computer applications are generally notallocated to the segments. Included in information systems and shared servicescosts in the year ended March 2020

a n d 2019 are costs associated with software system implementations andupgrades and other strategic projects.

Corporate Headquarters’ CostsHeadquarters’ costs include compensation and benefits of corporate managementand staff, legal and professional fees, and general and administrative expensesthat have not been allocated to the segments. The increase in corporateheadquarters’


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costs in 2020 compared to 2019 is primarily attributed to expenses associated withthe acquisition, integration and separation of businesses, certain costs related tothe relocation of VF's global headquarters to Denver, Colorado, and other strategicproject costs.

OtherThis category includes (i) costs of corporate programs or corporate-manageddecisions that are not allocated to the segments, (ii) costs of registering,maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneousconsolidated costs, the most significant of which is related to the expense of VF’scentrally-managed U.S. defined benefit pension plans. Included in

other expense in 2020 is $48.3 million related to the release of currency translationamounts associated with the substantial liquidation of foreign entities in certaincountries in South America. Included in both 2020 and 2019 are certain corporateoverhead and other costs previously included in the Work and former Jeanssegments, which have been reallocated to continuing operations. The costs in2020 associated with the former Jeans segment have been largely offset byreimbursements from Kontoor Brands related to transition services, which is theprimary driver of the overall decrease when compared to costs in 2019. Alsoincluded in other expense in the year ended March 2019 is the loss on sale of theReef® brand business of $14.4 million and loss on sale of $22.4 million related tothe divestiture of the Van Moer business.

International Operations

International revenues increased 1% in the year ended March 2020 over the yearended March 2019. Foreign currency negatively impacted international revenuegrowth by 3% in the year ended March 2020. Full year 2020 internationalrevenues included an 11% decrease in the fourth quarter (including a 2%unfavorable impact from foreign currency), primarily due to the impact of COVID-19. Revenues in the Europe region decreased 2% in the year ended March 2020,including a 4% unfavorable impact from foreign currency. In the Asia-Pacificregion, revenues increased 4% in the year ended March 2020 over the year endedMarch 2019, driven by

growth in China. Foreign currency negatively impacted revenues in the Asia-Pacific region by 3%. Revenues in the Americas (non-U.S.) region grew 6% in theyear ended March 2020, reflecting operational growth, partially offset by a 2%unfavorable impact from foreign currencies. Excluding the impact of dispositions,international revenues increased 2% in the year ended March 2020, including a3% unfavorable impact from foreign currency. International revenues were 47%a n d 48% of total VF revenues in the year ended March 2020 and 2019,respectively.

Direct-to-Consumer Operations

Direct-to-consumer revenues grew 5% in the year ended March 2020 over theyear ended March 2019, reflecting growth in all regions. Foreign currencynegatively impacted direct-to-consumer revenue growth by 1% in the year endedMarch 2020. The increase in direct-to-consumer revenues was due to anexpanding e-commerce business which grew 15% in the year ended March 2020,including a 2% unfavorable impact from foreign currency. Full year 2020 direct-to-consumer revenues included an 11% decrease in

the fourth quarter (including a 1% unfavorable impact from foreign currency),primarily due to the impact of COVID-19. VF opened 102 stores in the year endedMarch 2020, bringing the total number of VF-owned retail stores to 1,379 at March2020. There were 1,382 VF-owned retail stores at March 2019. Direct-to-consumerrevenues were 41% of total VF revenues in the year ended March 2020 comparedto 40% in the year ended March 2019.


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YEAR ENDED MARCH 2019 ANALYSIS

Consolidated Statement of Income

VF reported $10.3 billion in revenues for the year ended March 2019. Revenueswere driven by strength in all segments, the direct-to-consumer channel,international businesses and recent acquisitions, including Williamson-Dickie,Icebreaker and Altra.

Direct-to-consumer revenues were 40% of total revenues in 2019, driven by anexpanding e-commerce business. There were 1,382 total VF-owned retail stores atthe end of March 2019. International revenues were 48% of total revenues in 2019,driven by the Europe and Asia-Pacific regions.

Gross margin was 54.6% in 2019, which was driven by VF's higher marginbusinesses and increased pricing, partially offset by costs related to the relocationof our global headquarters and certain brands to Denver, Colorado and costsrelated to the acquisition, integration and separation of businesses.

Selling, general and administrative expenses as a percentage of total revenueswas 43.1% during 2019. This includes $81.0 million of expenses related to therelocation of our global headquarters and certain brands to Denver, Colorado andexpenses related to the acquisition, integration and separation of businesses. Theyear ended March 2019 also included continued investments in our key strategicgrowth initiatives, which include direct-to-consumer, demand creation, productinnovation and technology.

Operating margin in 2019 was 11.6% due to the items described above.

Net interest expense was $92.7 million in 2019. This was driven by interest onshort-term borrowings, offset by international bank

balances in high yielding currencies. Total outstanding debt averaged $3.4 billionin 2019, with a weighted average interest rate of 3.1%.

Other income (expense), net primarily consists of foreign currency gains andlosses, other components of net periodic pension cost (excluding the service costcomponent) and non-operating gains and losses. Other income (expense) nettedto $(59.1) million in 2019 and included the loss on sale of the Reef® brand of $14.4million and loss on sale of $22.4 million related to the divestiture of the Van Moerbusiness.

The effective income tax rate for the year ended March 2019 was 16.2%. The yearended March 2019 included a net discrete tax expense of $21.0 million, whichincluded $37.3 million net tax expense related to adjustments to provisionalamounts recorded in 2017 under the Tax Cuts and Jobs Act ("U.S. Tax Act"),$26.2 million of tax benefit related to stock compensation, $5.9 million of net taxexpense related to return to accrual adjustments and $4.5 million of net taxexpense related to unrecognized tax benefits and interest. The $21.0 million netdiscrete tax expense in 2019 increased the effective income tax rate by 2.0%.Without discrete items, the effective income tax rate for 2019 was 14.2%.

As a result of the above, income from continuing operations in 2019 was $870.4million ($2.17 per diluted share).


Global revenues for Outdoor were $4.6 billion in 2019, driven by The North Face®brand and both the wholesale and the direct-to-consumer channels, including e-commerce. Global revenues for Outdoor were also driven by the Icebreaker andAltra acquisitions. Segment profit for Outdoor was $544.4 million in March 2019and operating margin was 11.7%, which includes high levels of selling, general andadministrative costs related to the relocation of certain brands to Denver, Colorado.

Global revenues for Active were $4.7 billion in 2019, driven by strength in theVans® brand across both the direct-to-consumer and wholesale channels andstrong performance across all regions. Direct-to-consumer performance wasdriven by an expanding e-commerce business and retail store openings. Segmentprofit for Active was $1.1 billion in 2019 and operating margin was 23.8%, due to amix-shift to higher margin businesses and leverage of operating expenses onhigher revenues.

Global revenues for Work were $885.7 million in 2019, which includes theWilliamson-Dickie acquisition. Segment profit for Work was $67.4 million in 2019and operating margin was 7.6%, driven by costs related to the acquisition,integration and operating results of the Williamson-Dickie acquisition.

Corporate and other expenses in 2019 were $609.7 million and were driven bycosts related to information systems and shared services, compensation, andstrategic projects. The corporate and other expenses in 2019 also reflect corporateoverhead and other costs previously included in the Work and former Jeanssegments that have been reallocated to continuing operations, and the losses onsale of the Reef® brand and Van Moer businesses.


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TRANSITION PERIOD THREE MONTHS ENDED MARCH 2018 ANALYSIS


VF reported $2.2 billion in revenues for the three months ended March 2018.Revenues were driven by strength in the Active segment, the direct-to-consumerchannel, international businesses and the Williamson-Dickie acquisition.

Direct-to-consumer revenues were 40% of total revenues in the three monthsended March 2018, driven by an expanding e-commerce business. There were1,313 total VF-owned retail stores at the end of March 2018. International revenueswere 53% of total revenues in the three months ended March 2018, driven by theEurope and Asia-Pacific regions.

Gross margin was 53.8% in the three months ended March 2018, which was dueto favorable pricing and a mix-shift to higher margin businesses in the Active andOutdoor segments, partially offset by lower margins attributable to the Williamson-Dickie acquisition and product costs.

Selling, general and administrative expenses as a percentage of total revenueswas 47.0% during the three months ended March 2018. This includes expensesrelated to the acquisition and integration of businesses and investments in our keygrowth priorities, which include demand creation, customer fulfillment, direct-to-consumer and product innovation. Compensation costs also impacted the threemonths ended March 2018.

Operating margin in the three months ended March 2018 was 6.8% due to theitems described above.

Net interest expense was $22.6 million in the three months ended March 2018.This was driven by interest on short-term borrowings and reflects lower interest onlong-term debt due to the payoff of the $250.0 million of 5.95% fixed-rate notes onNovember 1, 2017. Total outstanding debt averaged $3.2 billion in the threemonths ended March 2018, with a weighted average interest rate of 2.9%.

The effective income tax rate for the three months ended March 2018 was 1.8%.The three months ended March 2018 included a net discrete tax benefit of $14.7million, which included a $10.7 million tax benefit related to stock compensation, a$7.3 million net tax benefit related to the realization of previously unrecognized taxbenefits and interest, an $8.4 million tax expense related to the change of a priorestimate of taxes payable, and a $5.1 million net tax benefit related to adjustmentsto provisional amounts recorded in 2017 under the U.S. Tax Act. The $14.7 millionnet discrete tax benefit in the three months ended March 2018 reduced theeffective income tax rate by 11.2%. Without discrete items, the effective income taxrate for the three months ended March 2018 was 13.0%.

As a result of the above, income from continuing operations in the three monthsended March 2018 was $129.0 million ($0.32 per diluted share).


Global revenues for Outdoor were $888.0 million in the three months ended March2018, driven by The North Face® brand, the direct-to-consumer channel, includinge-commerce, and the Europe region. Segment profit for Outdoor was $44.7 millionin the three months ended March 2018 and operating margin was 5.0%, whichreflects high levels of selling, general and administrative investments in direct-to-consumer and demand creation initiatives and product costs, partially offset byVF's higher margin businesses.

Global revenues for Active were $1.1 billion in the three months ended March2018, driven by strength in the Vans® brand across both the direct-to-consumerand wholesale channels and strong performance across all regions. Direct-to-consumer performance was driven by an expanding e-commerce business andretail store openings. Segment profit for Active was $237.6 million in the threemonths ended March 2018 and operating margin was 22.2%, due

to a mix-shift to higher margin businesses, increased pricing and lower productcosts, partially offset by selling, general and administrative investments in direct-to-consumer and demand creation initiatives.

Global revenues for Work were $221.9 million in the three months ended March2018, which includes the Williamson-Dickie acquisition. Segment profit for Workwas $11.5 million in the three months ended March 2018 and operating marginwas 5.2%, driven by increased selling, general and administrative expenses andhigher product costs, partially offset by a mix-shift to higher margin businesses.

Corporate and other expenses in the three months ended March 2018 were$139.9 million and were driven by compensation costs and investments in our keystrategic growth initiatives, including expenses related to the acquisition andintegration of businesses.


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YEAR ENDED DECEMBER 2017 ANALYSIS


VF reported $8.4 billion in revenues for the year ended December 2017. Revenueswere driven by strength in the Active and Outdoor segments, the direct-to-consumer, international businesses and the Williamson-Dickie acquisition.

Direct-to-consumer revenues were 40% of total revenues in 2017, driven by anexpanding e-commerce business. There were 1,344 total VF-owned retail stores atthe end of December 2017. International revenues were 49% of total revenues in2017, driven by the Europe and Asia-Pacific regions.

Gross margin was 54.1% in 2017, which was due to favorable pricing and a mix-shift to higher margin businesses.

Selling, general and administrative expenses as a percentage of total revenueswas 43.6% during 2017. This was due to investments in our key growth priorities,which include direct-to-consumer, product innovations, demand creation andtechnology initiatives.

Operating margin in 2017 was 10.5% due to the items described above.

Net interest expense was $89.0 million in 2017. This was driven by interest onshort-term borrowings and higher interest on long-term debt balances due to a fullyear of interest on the €850.0 million euro-denominated 0.625% fixed-rate notesissued in September 2016, which were partially offset by the payoff of the $250.0million of 5.95% fixed-rate notes on November 1, 2017 and higher internationalshort-term investment rates. Outstanding interest-bearing debt averaged $3.2billion for 2017, with short-term borrowings representing 27% of average debtoutstanding. The weighted average interest rate on outstanding debt was 3.1% in2017.

Other income (expense), net primarily consists of foreign currency gains andlosses, other components of net periodic pension cost (excluding the service costcomponent) and non-operating gains and losses. Other income (expense) nettedto $(6.5) million in 2017.

The effective income tax rate was 66.0% in 2017. The effective income tax ratewas substantially higher in 2017 primarily due to discrete tax expense associatedwith the U.S. Tax Act. The U.S. Tax Act reduced the federal tax rate on U.S.earnings to 21% and moved from a global taxation regime to a modified territorialregime. As part of the legislation, U.S. companies were required to pay a tax onhistorical earnings generated offshore that have not been repatriated to the U.S.Additionally, revaluation of deferred tax asset and liability positions at the lowerfederal base rate of 21% was also required. The transitional impact of the U.S. TaxAct resulted in a provisional net charge of $465.5 million, or $1.15 per share,during the three months ended December 2017. This amount, which is includedin the income taxes line item in the Consolidated Statements of Income, isprimarily comprised of approximately $512.4 million related to the transition tax andapproximately $89.5 million tax benefit related to revaluing U.S. deferred tax assetsand liabilities using the new U.S. corporate tax rate of 21%. Other provisionalcharges of $42.6 million were primarily related to U.S. federal and state tax onforeign income and dividends and establishing a deferred tax liability for foreignwithholding taxes as the Company is not asserting indefinite reinvestment onshort-term liquid assets of certain foreign subsidiaries. All other foreign earnings,including basis differences of certain foreign subsidiaries, continue to beconsidered indefinitely reinvested.

The 2017 effective income tax rate included a net discrete tax expense of $441.9million, which included the provisional net charge of $465.5 million related to theU.S. Tax Act and $22.0 million of tax benefits related to stock compensation. The$441.9 million net discrete tax expense in 2017 increased the effective income taxrate by 56.1%. Without discrete items, the effective tax rate during 2017 was 9.9%.

As a result of the above, income from continuing operations in 2017 was $268.1million ($0.66 per diluted share).


Global revenues for Outdoor were $4.2 billion in 2017, driven by strength in TheNorth Face® brand and the direct-to-consumer channel. Segment profit forOutdoor was $537.5 million in 2017 and operating margin was 12.8%, due toincreased levels of investments in direct-to-consumer, product and innovation,demand creation and technology, partially offset by gross margin expansion drivenby a mix-shift to higher margin businesses, lower product costs and pricing.

Global revenues for Active were $3.8 billion in 2017, driven by strength in theVans® brand across both the direct-to-consumer and wholesale channels.Segment profit for Active was $805.8 million in 2017 and operating margin was21.3%, due to gross margin expansion driven by a mix-shift to higher marginbusinesses, pricing and lower product costs, partially offset by

increased investments in direct-to-consumer, product and innovation, demandcreation and technology.

Global revenues for Work were $394.0 million in 2017, which includes Williamson-Dickie beginning at the October 2, 2017 acquisition date. Segment profit for Workwas $42.6 million in 2017 and operating margin was 10.8%, due to the impact ofamounts related to the acquisition, integration and operating results of Williamson-Dickie and a mix-shift to higher margin businesses.

Corporate and other expenses in 2017 were $509.1 million and were driven bysoftware system implementations and upgrades, strategic project costs and cashand stock-based compensation expense.


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ANALYSIS OF FINANCIAL CONDITION

Balance Sheets

The following discussion refers to significant changes in balances for continuingoperations at March 2020 compared to March 2019:

• Increase in inventories — primarily due to higher inventory levels due todecreased consumer demand due to the impact of COVID-19.

• Increase in property, plant and equipment — primarily related to capitalspending associated with the construction of distribution centers.

• Decrease in goodwill — primarily due to a $323.2 million goodwillimpairment charge related to the Timberland reporting unit.

• Increase in operating lease right-of-use assets — due to amounts recordedin connection with the adoption of Financial Accounting Standards BoardAccounting Standards Codification Topic 842, Leases ("ASC 842").

• Increase in other assets — primarily due to an increase in deferred taxassets associated with the transitional impact from the enactment of theSwiss Tax Act.

• Increase in short-term borrowings — primarily due to a $1.0 billion drawdown from VF's $2.25 billion senior unsecured revolving credit facility inMarch 2020, in response to the COVID-19 pandemic, partially offset byrepayment of

commercial paper borrowings including the use of funds provided by thecash received from Kontoor Brands.

• Decrease in accounts payable — driven by the timing of payments tovendors.

• Increase in accrued liabilities — primarily due to amounts recorded foroperating lease liabilities in connection with the adoption of ASC 842,partially offset by lower accrued compensation.

• Increase in long-term debt — due to the issuance of €500.0 million euro-denominated 0.250% fixed rate notes and €500.0 million euro-denominated0.625% fixed rate notes in 2020, partially offset by cash tender offers for$23.0 million and $63.1 million of VF's outstanding 2033 and 2037 notes,respectively, and the full redemption of $500.0 million of VF's outstanding2021 notes in 2020.

• Increase in operating lease liabilities — due to amounts recorded foroperating lease liabilities in connection with the adoption of ASC 842.

• Decrease in other liabilities — primarily due to the reclassification ofdeferred rent credits from other liabilities to operating lease right-of-useassets in connection with the adoption of ASC 842.

Liquidity and Cash Flows

The financial condition of VF is reflected in the following:

March March(Dollars in millions) 2020 2019Working capital $1,518.8 $1,094.4Current ratio 1.5 to 1 1.5 to 1Debt to total capital 60.8% 39.3%

The current ratio remained flat at March 2020 compared to March 2019, asincreases in current assets driven by higher cash balances primarily due to debtissuances, as discussed in the "Cash Provided (Used) by Financing Activities"section below, and higher inventory balances, as discussed in the "BalanceSheets" section above, were offset by increases in current liabilities driven byhigher short-term borrowings and accrued liabilities, as discussed in the "BalanceSheets" section above. The comparison was negatively impacted by the recordingof the current portion of operating lease liabilities in accrued liabilities in the March2020 period in connection with the adoption of ASC 842.

For the ratio of debt to total capital, debt is defined as short-term and long-termborrowings, in addition to operating lease liabilities, beginning in the Fiscal 2020period. Total capital is defined as debt plus stockholders’ equity. The increase inthe debt to total capital ratio at March 2020 compared to March 2019 wasattributed to the increase in operating lease liabilities, the increase in short-termborrowings and the increase in long-term debt, as discussed in the

"Balance Sheets" section above. The increase was also attributed to a decrease instockholders' equity, driven by share repurchases and payments of dividends,partially offset by net income and stock-based compensation activity. Excluding theoperating lease liabilities, the debt to total capital ratio was 53.3% as of March2020. VF's consolidated indebtedness excluding operating lease liabilities and netof unrestricted cash of VF and its subsidiaries as a percentage of total capital (netdebt to capital) was 42.4% as of March 2020.

VF’s primary source of liquidity is the strong annual cash flow from operatingactivities. Cash from operations is typically lower in the first half of the calendaryear as inventory builds to support peak sales periods in the second half of thecalendar year. Cash provided by operating activities in the second half of thecalendar year is substantially higher as inventories are sold and accountsreceivable are collected. Additionally, direct-to-consumer sales are typicallyhighest in the fourth quarter of the calendar year.


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In summary, our cash flows from continuing operations were as follows:

Year Ended March Three Months EndedMarch 2018

(Transition Period)

Year Ended December

(In millions) 2020 2019 2017Cash provided (used) by operating activities $ 800.4 $ 1,240.0 $ (253.4 ) $ 1,017.9Cash used by investing activities (285.3 ) (177.4 ) (46.2 ) (736.8 )Cash provided (used) by financing activities 309.7 (1,591.0 ) 406.8 (1,363.0 )

Cash Provided (Used) by Operating Activities

Cash flow related to operating activities is dependent on net income, adjustmentsto net income and changes in working capital. The decrease in cash provided byoperating activities in the year ended March 2020 compared to the year endedMarch 2019 is primarily due to lower net income in the year ended March 2020and an increase in net cash usage for working capital.

Cash provided by operating activities in the year ended March 2019 reflects highernet income and net cash provided by working capital.

Cash used by operating activities in the three months ended March 2018 reflectsnet cash usage from working capital driven by the timing of payments and cashcollections.

Cash provided by operating activities in the year ended December 2017 reflectslower net income that was largely offset by working capital changes primarilyrelated to an increase in accrued income tax payable resulting from the U.S. TaxAct.

Cash Used by Investing ActivitiesThe increase in cash used by investing activities in the year ended March 2020compared to the year ended March 2019 related primarily to $430.3 million ofproceeds from the sale of businesses, net of cash sold in the year ended March2019, partially offset by $320.4 million of net cash paid for acquisitions in the yearended March 2019 and $63.7 million from the sale of office real estate and relatedassets in connection with the relocation of VF's global headquarters and certainbrands to Denver, Colorado in the year ended March 2020. Capital expendituresincreased $72.4 million compared to the year ended March 2019.

VF's investing activities in the year ended March 2019 include $430.3 million ofproceeds from the sale of businesses, net of cash sold in the year. The proceedswere more than offset by $320.4 million of net cash paid for acquisitions, capitalexpenditures of $215.8 million and software purchases of $53.2 million.

VF's investing activities in the three months ended March 2018 include $45.5million of capital expenditures, proceeds from the sale of property, plant andequipment of $20.8 million and $18.7 million of software purchases.

VF’s investing activities in the year ended December 2017 related primarily to theWilliamson-Dickie acquisition of $740.5 million, net of cash received. Additionally,the activities included $215.0 million of proceeds from the sale of LSG. Capitalexpenditures of $140.2 million and software purchases of $63.6 million offset theproceeds received.

Cash Provided (Used) by Financing ActivitiesThe increase in cash provided by financing activities in the year ended March2020 compared to the year ended March 2019 was primarily due to a net increasein short-term borrowings of $1.4

billion, proceeds from long-term debt of $1.1 billion and $906.1 million of cashreceived from Kontoor Brands, net of cash transferred, which was partially offsetby an $849.3 million increase in share repurchases and a $642.8 million increasein payments on long-term debt during the year ended March 2020.

VF's financing activities in the year ended March 2019 include an $864.2 millionnet decrease in short-term borrowings, $767.1 million in cash dividends paid and$150.7 million in share repurchases.

VF's financing activities in the three months ended March 2018 include a $795.9million net increase in short-term borrowings, partially offset by $250.3 million inshare repurchases and $181.4 million in cash dividends paid.

VF's financing activities in the year ended December 2017 include $1.2 billion inshare repurchases, a $250.0 million repayment of long-term debt and $684.7million in cash dividends paid, partially offset by a $686.5 million net increase inshort-term borrowings.

During the years ended March 2020 and 2019, the three months ended March2018 and the year ended December 2017, VF purchased 12.0 million, 1.9 million,3.4 million and 22.2 million shares, respectively, of its Common Stock in openmarket transactions under the share repurchase program authorized by VF's Boardof Directors. The cost was $1.0 billion, $150.7 million, $250.3 million and $1.2billion with an average price per share of $83.33, $80.62, $74.46 and $54.04 in theyears ended March 2020 and 2019, the three months ended March 2018 and theyear ended December 2017, respectively. These amounts include shares held bythe Company's deferred compensation plans.

In response to the COVID-19 outbreak and to preserve financial liquidity, VF hasmade the decision to temporarily pause its share repurchase program. As of theend of Fiscal 2020, the Company had $2.8 billion remaining for future repurchasesunder its share repurchase program. VF will continue to evaluate its use of capital,giving first priority to business acquisitions and then to direct shareholder return inthe form of dividends and share repurchases.

VF relies on continued strong cash generation to finance its ongoing operations. Inaddition, VF has significant liquidity from its available cash balances and creditfacilities. VF maintains a $2.25 billion senior unsecured revolving line of credit (the“Global Credit Facility”) that expires in December 2023. VF may request anunlimited number of one year extensions so long as each extension does notcause the remaining life of the Global Credit Facility to exceed five years, subjectto stated terms and conditions. The Global Credit Facility may be used to borrowfunds in both U.S. dollar and certain non-U.S. dollar currencies, and has a $50.0million letter of credit sublimit. In addition, the Global Credit Facility supports VF’sU.S. commercial paper program for short-term, seasonal working capitalrequirements and general corporate purposes, including share repurchases andacquisitions. Outstanding short-term balances may vary from period to perioddepending on the level of corporate requirements. Borrowings


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under the Global Credit Facility are priced at a credit spread of 81.0 basis pointsover the appropriate LIBOR benchmark for each currency. VF is also required topay a facility fee to the lenders, currently equal to 6.5 basis points of the committedamount of the facility. The credit spread and facility fee are subject to adjustmentbased on VF’s credit ratings.

In April 2020, VF entered into an amendment to the Global Credit Facility thatresulted in certain changes to the restrictive covenants, including an increase tothe consolidated indebtedness to consolidated capitalization ratio financialcovenant to 70% and revised calculation of consolidated indebtedness to be net ofunrestricted cash of VF and its subsidiaries.

In March 2020, VF elected to draw down $1.0 billion from the Global Credit Facilityto strengthen the Company's cash position and support general working capitalneeds in Fiscal 2021, which was an action taken by VF in response to the COVID-19 pandemic. On April 9, 2020, VF elected to draw down an additional $1.0 billionavailable from the Global Credit Facility.

VF has a commercial paper program that allows for borrowings up to $2.25 billionto the extent that it has borrowing capacity under the Global Credit Facility.Commercial paper borrowings and standby letters of credit issued as of March2020 were $215.0 million and $18.4 million, respectively.

VF has $97.3 million of international lines of credit with various banks, which areuncommitted and may be terminated at any time by either VF or the banks. Totaloutstanding balances under these arrangements were $13.8 million and $9.1million at March 2020 and March 2019, respectively. Borrowings under thesearrangements had a weighted average interest rate of 16.3% and 24.6% at March2020 and March 2019, respectively.

In February 2020, VF issued €500.0 million of 0.250% euro-denominated fixed-ratenotes maturing in February 2028 and €500.0 million of 0.625% euro-denominatedfixed-rate notes maturing in February 2032. The 2028 notes were issued as agreen bond, and thus an amount equal to the net proceeds will be used to financeprojects that focus on key environmental sustainability initiatives includingsustainable products and materials, sustainable operations and supply chain, andnatural carbon sinks.

In February and March 2020, VF completed cash tender offers for $23.0 millionand $63.1 million in aggregate principal amounts of its outstanding 6.00% fixed-rate notes due 2033 and 6.45% fixed-rate notes due 2037, respectively. The cashtender offers were subject to various conditions, which resulted in premiums of$8.6 million and $31.9 million for the 2033 and 2037 notes, respectively.

In March 2020, VF completed the full redemption of $500.0 million in aggregateprincipal amount of its outstanding 3.50% fixed-rate notes due 2021. Theredemption price was equal to the sum of the present value of the remainingscheduled payments of principal and interest discounted to the redemption date at120 basis points, which resulted in a make-whole premium of $17.0 million.

On April 23, 2020, VF closed its sale of senior unsecured notes including $1.0billion of 2.050% notes due April 2022, $750.0 million

of 2.400% notes due April 2025, $500.0 million of 2.800% notes due April 2027 and$750.0 million of 2.950% notes due April 2030. The net proceeds received by theCompany were approximately $2.98 billion. A portion of the net proceeds was usedto repay the $2.0 billion of borrowings under the Global Credit Facility noted aboveand the remaining net proceeds will be used for general corporate purposes.Following the notes issuance and repayment, VF has approximately $2.2 billionavailable for borrowing against the Global Credit Facility and approximately $3.0billion of cash and equivalents on hand.

VF’s favorable credit agency ratings allow for access to additional liquidity atcompetitive rates. At the end of March 2020, VF’s long-term debt ratings were ‘A’by Standard & Poor’s Ratings Services and ‘A3’ by Moody’s Investors Service,both with 'stable' outlooks, and commercial paper ratings by those rating agencieswere ‘A-1’ and ‘Prime-2’, respectively. In April 2020, Standard & Poor's RatingsServices revised VF's credit rating outlook to 'negative' from 'stable' to reflect therisk that extended economic stress from the COVID-19 pandemic on operatingperformance could result in a downgrade due to prolonged credit measuredeterioration. Similarly, in April 2020 Moody's Investor Services also revised VF'scredit rating outlook to 'negative'. At the same time, both agencies affirmed VF’slong-term debt and commercial paper ratings.

None of VF’s long-term debt agreements contain acceleration of maturity clausesbased solely on changes in credit ratings. However, if there were a change incontrol of VF and, as a result of the change in control, the 2023, 2028, 2032 and2037 notes were rated below investment grade by recognized rating agencies, VFwould be obligated to repurchase the notes at 101% of the aggregate principalamount, plus any accrued and unpaid interest.

Cash dividends totaled $1.90 per share in the year ended March 2020 ascompared to $1.94, $0.46 and $1.72 in the year ended March 2019, the threemonths ended March 2018 and the year ended December 2017, respectively. Thedividend payout ratio was 111.8% of diluted earnings per share in the year endedMarch 2020, as compared to 61.7%, 73.0% and 112.9% in the year ended March2019, the three months ended March 2018 and the year ended December 2017,respectively. The Company has declared a dividend of $0.48 per share that ispayable in the first quarter of Fiscal 2021. Subject to approval by its Board ofDirectors, VF intends to continue to pay its regularly scheduled dividend and is notcontemplating the suspension of its dividend program at this time.

There is currently significant uncertainty about the duration and extent of theimpact of COVID-19; however, we expect there will be a significant negativeimpact to our Fiscal 2021 cash flows. We believe the Company has sufficientliquidity and flexibility to operate during the disruptions caused by the COVID-19pandemic and related governmental actions and regulations and health authorityadvisories and meet its obligations as they become due. However, due to theuncertainty of the duration and severity of the COVID-19 pandemic, governmentalactions in response to the pandemic, and the impact on us and our consumers,customers and suppliers, there is no certainty that the measures we take will besufficient to mitigate the risks posed by COVID-19.


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Following is a summary of VF’s contractual obligations and commercial commitments at the end of March 2020 that will require the use of funds:

Payment Due or Forecasted by Fiscal Year

(In millions) Total 2021 2022 2023 2024 2024 ThereafterRecorded liabilities:

Long-term debt (1) $ 2,649 $ 2 $ 2 $ 2 $ 945 $ 2 $ 1,696Operating leases (4) 1,470 378 320 244 167 109 252Other (2) 302 92 44 38 32 34 62

Unrecorded commitments: Interest payment obligations (3) 712 51 51 51 48 45 466Minimum royalty payments (5) 38 16 7 4 2 2 7Inventory obligations (6) 1,761 1,730 12 10 9 — —Other obligations (7) 395 249 84 50 7 5 —

$ 7,327 $ 2,518 $ 520 $ 399 $ 1,210 $ 197 $ 2,483

(1) Long-term debt consists of required principal payments on long-term debt and finance leaseobligations.

(2) Other recorded liabilities represent payments due for long-term liabilities in VF’s Consolidated Balance Sheet related to deferred compensation and other employee-related benefits,product warranty claims and other liabilities. These amounts are based on historical and forecasted cash outflows. Amounts exclude liabilities for unrecognized income tax benefitsand deferred income taxes. Obligations under our qualified defined benefit pension plans and unfunded supplemental executive retirement plan are not included in the table above.Contractual cash obligations for these plans cannot be determined due to the number of assumptions required to estimate our future benefit obligations, including return on assets,discount rate and future compensation increases. The liabilities associated with these plans are presented in Note 16 to the consolidated financial statements. We currently estimatethat we will make contributions of approximately $19.1 million to our pension plans during Fiscal 2021. Future contributions may differ from our planned contributions due to manyfactors, including changes in tax and other benefit laws, changes to the plan, or significant differences between expected and actual pension asset performance or interest rates.

(3) Interest payment obligations represent required interest payments on long-term debt and the interest portion of payments on finance leases. Amounts exclude amortization of debtissuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.

(4) Operating leases represent required lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingentrent are not included above. In addition, $319.6 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 15 years beginning in Fiscal 2021 are notincluded above.

(5) Minimum royalty payments represent obligations under license agreements to use trademarks owned by third parties and include required minimum advertising commitments. Actualpayments could exceed minimum royalty obligations.

(6) Inventory obligations represent binding commitments to purchase finished goods, raw materials and sewing labor that are payable upon delivery of the inventory to VF. This obligationexcludes the amount included in accounts payable at March 2020 related to inventory purchases.

(7) Other obligations represent other binding commitments for the expenditure of funds, including (i) amounts related to contracts not involving the purchase of inventories, such as thenoncancelable portion of service or maintenance agreements for management information systems, and (ii) capital expenditures for approved projects.

VF had other financial commitments at the end of Fiscal 2020 that are not includedin the above table but may require the use of funds under certain circumstances:

• $107.5 million of surety bonds, custom bonds, standby letters of credit andinternational bank guarantees are not included in the above table becausethey represent contingent guarantees of performance under self-insuranceand other programs and would only be drawn upon if VF were to fail to meetits other obligations.

• Purchase orders for goods or services in the ordinary course of businessare not included in the above table because they represent authorizations topurchase rather than binding commitments.

Management believes that VF’s cash balances and funds provided by operatingactivities, as well as its Global Credit Facility, additional borrowing capacity andaccess to capital markets, taken as a whole, provide (i) adequate liquidity to meetall of its current and long-term obligations when due, (ii) adequate liquidity to fundcapital expenditures and to maintain the planned dividend payout rate, and(iii) flexibility to meet investment opportunities that may arise.

VF does not participate in transactions with unconsolidated entities or financialpartnerships established to facilitate off-balance sheet arrangements or otherlimited purposes.


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Risk Management

VF is exposed to risks in the ordinary course of business. Management regularlyassesses and manages exposures to these risks through operating and financingactivities and, when appropriate, by (i) taking advantage of natural hedges withinVF, (ii) purchasing insurance from commercial carriers, or (iii) using derivativefinancial instruments. Some potential risks are discussed below:

Insured risksVF is self-insured for a significant portion of its employee medical, workers’compensation, vehicle and general liability exposures. VF purchases insurancefrom highly-rated commercial carriers to cover other risks, including directors andofficers, property and umbrella, and to establish stop-loss limits on self-insurancearrangements.

Cash and equivalents risksVF had $1.4 billion of cash and equivalents at the end of Fiscal 2020. Managementcontinually monitors the credit ratings of the financial institutions with whom VFconducts business. Similarly, management monitors the credit quality of cashequivalents.

Defined benefit pension plan risksAt the end of Fiscal 2020, VF’s defined benefit pension plans were underfunded bya net total of $14.0 million. The underfunded status includes a $118.5 millionliability related to our unfunded U.S. supplemental defined benefit plan, $52.8million of net liabilities related to our non-U.S. defined benefit plans, and a $157.4million net asset related to our U.S. qualified defined benefit plan. VF will continueto evaluate the funded status and future funding requirements of these plans,which depends in part on the future performance of the plans’ investmentportfolios. Management believes that VF has sufficient liquidity to make anyrequired contributions to the pension plans in future years.

VF’s reported earnings are subject to risks due to the volatility of its pensionexpense, which has ranged in recent years from $34.8 million in the year endedDecember 2017 to $23.6 million in the year ended March 2020, including the $27.4million settlement charge discussed below. These fluctuations are primarily due tothe decrease in service costs due to the freeze of future benefit accruals in theU.S. qualified and supplemental defined benefit plans as of December 31, 2018and varying amounts of actuarial gains and losses that are deferred and amortizedto future years’ expense. The assumptions that impact actuarial gains and lossesinclude the rate of return on investments held by the pension plans, the discountrate used to value participant liabilities and demographic characteristics of theparticipants.

In Fiscal 2019, VF approved a freeze of all future benefit accruals under the U.S.qualified defined benefit pension plan and supplemental defined benefit pensionplan, effective December 31, 2018. During the year ended March 2020, VF tookan additional step in managing pension risk by offering former employees in theU.S. qualified plan a lump-sum option to receive a distribution of their deferredvested benefits, pursuant to which the plan paid approximately $130 million indistributions to settle $170 million of projected benefit obligations related toparticipants. VF recorded a $23.0 million settlement charge in other income(expense), net line item in the Consolidated Statement of Income during the yearended March 2020 to recognize the related deferred actuarial

losses in accumulated OCI. The U.S. qualified plan participants were reduced by10% as a result of this offer. No additional funding of the pension plan wasrequired as all distributions were paid out of existing plan assets, and the plan’sfunded status remained materially unchanged. Refer to Note 16 to theconsolidated financial statements and the “Critical Accounting Policies andEstimates” section below.

VF has taken a series of steps to manage the risk and volatility in the pensionplans and their impact on the financial statements. The U.S. qualified andsupplemental defined benefit plans were closed to new entrants in 2005 and allfuture benefit accruals were frozen as of December 31, 2018. The investmentstrategy of the U.S. qualified plan continues to define dynamic asset allocationtargets that are dependent upon changes in the plan’s funded status, capitalmarket expectations, and risk tolerance. Management will continue to evaluateactions that may help to reduce VF’s risks related to its defined benefit plans.

Interest rate risksVF limits the risk of interest rate fluctuations by managing the mix of fixed andvariable interest rate debt. In addition, VF may use derivative financial instrumentsto manage risk. Since all of VF’s long-term debt has fixed interest rates, theexposure relates to changes in interest rates on variable rate short-termborrowings (which averaged approximately $399.0 million during Fiscal 2020).However, any change in interest rates would also affect interest income earned onVF’s cash equivalents. Based on the average amount of variable rate borrowingsand cash equivalents during Fiscal 2020, the effect of a hypothetical 1% increasein interest rates would be a decrease in reported net income of approximately $0.5million.

Foreign currency exchange rate risksVF is a global enterprise subject to the risk of foreign currency fluctuations.Approximately 47% of VF’s revenues in the year ended March 2020 weregenerated in international markets. Most of VF’s foreign businesses operate infunctional currencies other than the U.S. dollar. In periods where the U.S. dollarstrengthens relative to the euro or other foreign currencies where VF hasoperations, there is a negative impact on VF’s operating results upon translation ofthose foreign operating results into the U.S. dollar. As discussed later in thissection, management hedges VF’s investments in certain foreign operations andforeign currency transactions.

The reported values of assets and liabilities in these foreign businesses aresubject to fluctuations in foreign currency exchange rates. For net advances to andinvestments in VF’s foreign businesses that are considered to be long-term, theimpact of changes in foreign currency exchange rates on those long-termadvances is deferred as a component of accumulated OCI in stockholders’ equity.The U.S. dollar value of net investments in foreign subsidiaries fluctuates withchanges in the underlying functional currencies. In February 2020, VF issued €1.0billion of euro-denominated fixed-rate notes and in September 2016, VF issued€850 million of euro-denominated fixed-rate notes. These notes have beendesignated as net investment hedges of VF’s investment in certain foreignoperations. Because this debt qualified as a nonderivative hedging instrument,foreign currency transaction gains or losses of the debt are deferred in the foreigncurrency translation and other component of accumulated OCI as


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an offset to the foreign currency translation adjustments on the hedgedinvestments. Any amounts deferred in accumulated OCI will remain until thehedged investment is sold or substantially liquidated.

VF monitors net foreign currency market exposures and enters into derivativeforeign currency contracts to hedge the effects of exchange rate fluctuations for asignificant portion of forecasted foreign currency cash flows or specific foreigncurrency transactions (relating to cross-border inventory purchases, productioncosts, product sales, operating costs and intercompany royalty payments). VF’spractice is to buy or sell foreign currency exchange contracts that cover up to 80%of foreign currency exposures for periods of up to 24 months. Currently, VF usesonly foreign exchange forward contracts but may use options or collars in thefuture. This use of financial instruments allows management to reduce the overallexposure to risks from exchange rate fluctuations on VF’s cash flows and earnings,since gains and losses on these contracts will offset losses and gains on thetransactions being hedged.

For cash flow hedging contracts outstanding at the end of Fiscal 2020, if therewere a hypothetical 10% change in foreign currency exchange rates compared torates at the end of Fiscal 2020, it would result in a change in fair value of thosecontracts of approximately $239 million. However, any change in the fair value ofthe hedging contracts would be substantially offset by a change in the fair value ofthe underlying hedged exposure impacted by the currency rate changes.

Counterparty risksVF is exposed to credit-related losses in the event of nonperformance bycounterparties to derivative hedging

instruments. To manage this risk, we have established counterparty creditguidelines and only enter into derivative transactions with financial institutions thathave ‘A minus/A3’ investment grade credit ratings or better. VF continuallymonitors the credit rating of, and limits the amount hedged with, each counterparty.Additionally, management utilizes a portfolio of financial institutions to minimizeexposure to potential counterparty defaults and adjusts positions as necessary. VFalso monitors counterparty risk for derivative contracts within the defined benefitpension plans.

Commodity price risksVF is exposed to market risks for the pricing of cotton, leather, rubber, wool andother materials, which we either purchase directly or in a converted form such asfabric or shoe soles. To manage risks of commodity price changes, managementnegotiates prices in advance when possible. VF has not historically managedcommodity price exposures by using derivative instruments.

Deferred compensation and related investment security risksVF has nonqualified deferred compensation plans in which liabilities to the plans’participants are based on the market values of the participants’ selection of ahypothetical portfolio of investment funds. VF invests in a portfolio of securities thatsubstantially mirrors the participants’ investment selections. The increases anddecreases in deferred compensation liabilities are substantially offset bycorresponding increases and decreases in the market value of VF’s investments,resulting in an insignificant net exposure to operating results and financial position.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

VF has chosen accounting policies that management believes are appropriate toaccurately and fairly report VF’s operating results and financial position inconformity with accounting principles generally accepted in the U.S. VF appliesthese accounting policies in a consistent manner. Significant accounting policiesare summarized in Note 1 to the consolidated financial statements.

The application of these accounting policies requires that VF make estimates andassumptions about future events and apply judgments that affect the reportedamounts of assets, liabilities, revenues, expenses, contingent assets and liabilities,and related disclosures. These estimates, assumptions and judgments are basedon historical experience, current trends and other factors believed to bereasonable under the circumstances. Management evaluates these estimates andassumptions on an ongoing basis. Because VF’s business cycle is relatively short(i.e., from the date

that inventory is received until that inventory is sold and the trade receivable iscollected), actual results related to most estimates are known within a few monthsafter any balance sheet date. In addition, VF may retain outside specialists toassist in valuations of business acquisitions, impairment testing of goodwill andintangible assets, equity compensation, pension benefits and self-insured liabilities.If actual results ultimately differ from previous estimates, the revisions are includedin results of operations when the actual amounts become known.

VF believes the following accounting policies involve the most significantmanagement estimates, assumptions and judgments used in preparation of theconsolidated financial statements or are the most sensitive to change from outsidefactors. The application of these critical accounting policies and estimates isdiscussed with the Audit Committee of the Board of Directors.

Inventories

VF’s inventories are stated at the lower of cost or net realizable value. Costincludes all material, labor and overhead costs incurred to manufacture orpurchase the finished goods. Overhead allocated to manufactured product isbased on the normal capacity of plants and does not include amounts related toidle capacity or abnormal production inefficiencies. VF performs a detailed reviewat each business unit, at least quarterly, of all inventories on the basis of individualstyles or individual style-size-color stock keeping units to identify slow moving orexcess products, discontinued and to-

be-discontinued products, and off-quality merchandise. This review matchesinventory on hand, plus current production and purchase commitments, withcurrent and expected future sales orders. Management performs an evaluation toestimate net realizable value using a systematic and consistent methodology offorecasting future demand, market conditions and selling prices less costs ofdisposal. If the estimated net realizable value is less than cost, VF provides anallowance to reflect the lower value of that inventory. This methodology recognizesinventory exposures


at the time such losses are evident rather than at the time goods are actually sold.Historically, these estimates of future demand and selling prices have not variedsignificantly from actual results due to VF’s timely identification and ability to rapidlydispose of these distressed inventories.

Existence of physical inventory is verified through periodic physical inventorycounts and ongoing cycle counts at most locations

throughout the year. VF provides for estimated inventory losses that have likelyoccurred since the last physical inventory date. Historically, physical inventoryshrinkage has not been material.

Long-Lived Assets, Including Intangible Assets and Goodwill

VF allocates the purchase price of an acquired business to the fair values of thetangible and intangible assets acquired and liabilities assumed, with any excesspurchase price recorded as goodwill. VF evaluates fair value at acquisition usingthree valuation techniques - the replacement cost, market and income methods -and weights the valuation methods based on what is most appropriate in thecircumstances. The process of assigning fair values, particularly to acquiredintangible assets, is highly subjective.

Fair value for acquired intangible assets is generally based on the present value ofexpected cash flows. Indefinite-lived trademark or trade name intangible assets(collectively referred to herein as “trademarks”) represent individually acquiredtrademarks, some of which are registered in multiple countries. Definite-livedcustomer relationship intangible assets are based on the value of relationshipswith wholesale customers at the time of acquisition. Goodwill represents theexcess of cost of an acquired business over the fair value of net tangible assetsand identifiable intangible assets acquired, and is assigned at the reporting unitlevel.

VF’s depreciation policies for property, plant and equipment reflect judgments ontheir estimated economic lives and residual value, if any. VF’s amortization policiesfor definite-lived intangible assets reflect judgments on the estimated amounts andduration of future cash flows expected to be generated by those assets. Inevaluating the amortizable life for customer relationship intangible assets,management considers historical attrition patterns for various groups of customers.

Testing of Definite-Lived AssetsVF’s policy is to review property, plant and equipment and definite-lived intangibleassets for potential impairment whenever events or changes in circumstancesindicate that the carrying value of an asset or asset group may not be recoverable.VF tests for potential impairment at the asset or asset group level, which is thelowest level for which there are identifiable cash flows that are largelyindependent. VF measures recoverability of the carrying value of an asset or assetgroup by comparison to the estimated pre-tax undiscounted cash flows expectedto be generated by the asset. If the forecasted pre-tax undiscounted cash flows tobe generated by the asset are not expected to be adequate to recover the asset’scarrying value, a fair value analysis must be performed, and an impairment chargeis recorded if there is an excess of the asset’s carrying value over its estimated fairvalue.

When testing property, plant and equipment for potential impairment, VF uses theincome-based discounted cash flow method using the estimated cash flows of therespective asset or asset group. The estimated pre-tax undiscounted cash flows ofthe asset or asset group through the end of its useful life are compared to itscarrying value. If the pre-tax undiscounted cash flows of the asset or asset groupexceed its carrying value, there is no impairment charge. If the pre-taxundiscounted cash flows of the asset or asset group are less than its carryingvalue, the estimated

fair value of the asset or asset group is calculated based on the after-taxdiscounted cash flows using an appropriate weighted average cost of capital("WACC"), and an impairment charge is recognized for the difference between theestimated fair value of the asset or asset group and its carrying value.

When testing customer relationship intangible assets for potential impairment,management considers historical customer attrition rates and projected revenuesand profitability related to customers that existed at acquisition. Management usesthe multi-period excess earnings method, which is a specific application of thediscounted cash flow method, to value customer relationship assets. Theestimated pre-tax undiscounted cash flows of the asset through the end of itsuseful life are compared to its carrying value. If the pre-tax undiscounted cashflows of the asset exceed its carrying value, there is no impairment charge. If thepre-tax undiscounted cash flows of the asset are less than its carrying value, theestimated fair value of the asset is calculated based on the present value of theafter-tax cash flows expected to be generated by the customer relationship assetafter deducting contributory asset charges, and an impairment charge isrecognized for the difference between the estimated fair value of the asset and itscarrying value.

Testing of Indefinite-Lived Assets and GoodwillVF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possibleimpairment as of the beginning of the fourth quarter of each fiscal year, orwhenever events or changes in circumstances indicate that the fair value of suchassets may be below their carrying amount. As part of its annual impairmenttesting, VF may elect to assess qualitative factors as a basis for determiningwhether it is necessary to perform quantitative impairment testing. Ifmanagement’s assessment of these qualitative factors indicates that it is not morelikely than not that the fair value of the intangible asset or reporting unit is lessthan its carrying value, then no further testing is required. Otherwise, the intangibleasset or reporting unit must be quantitatively tested for impairment.

An indefinite-lived intangible asset is quantitatively tested for possible impairmentby comparing the estimated fair value of the asset to its carrying value. Fair valueof an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products soldwith the trademark are assigned a royalty rate that would be charged to license thetrademark (in lieu of ownership), and the estimated fair value is calculated as thepresent value of those forecasted royalties avoided by owning the trademark. Theappropriate discount rate is based on the reporting unit’s WACC that considersmarket participant assumptions, plus a spread that factors in the risk of theintangible asset. The royalty rate is selected based on consideration of (i) royaltyrates included in active license agreements, if applicable, (ii) royalty rates receivedby market participants in the apparel industry, and (iii) the current


performance of the reporting unit. If the estimated fair value of the trademarkintangible asset exceeds its carrying value, there is no impairment charge. If theestimated fair value of the trademark is less than its carrying value, an impairmentcharge would be recognized for the difference.

Goodwill is quantitatively evaluated for possible impairment by comparing theestimated fair value of a reporting unit to its carrying value. Reporting units arebusinesses with discrete financial information that is available and reviewed bymanagement.

For goodwill impairment testing, VF estimates the fair value of a reporting unitusing both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows thatare discounted to present value using the reporting unit’s WACC as discussedabove. For the market-based approach, management uses both the guidelinecompany and similar transaction methods. The guideline company methodanalyzes market multiples of revenues and earnings before interest, taxes,depreciation and amortization (“EBITDA”) for a group of comparable publiccompanies. The market multiples used in the valuation are based on the relativestrengths and weaknesses of the reporting unit compared to the selected guidelinecompanies. Under the similar transactions method, valuation multiples arecalculated utilizing actual transaction prices and revenue/EBITDA data from targetcompanies deemed similar to the reporting unit.

Based on the range of estimated fair values developed from the income andmarket-based methods, VF determines the estimated fair value for the reportingunit. If the estimated fair value of the reporting unit exceeds its carrying value, thegoodwill is not impaired and no further review is required. However, if theestimated fair value of the reporting unit is less than its carrying value, VFcalculates the impairment loss as the difference between the carrying value of thereporting unit and the estimated fair value.

The income-based fair value methodology requires management’s assumptionsand judgments regarding economic conditions in the markets in which VF operatesand conditions in the capital markets, many of which are outside of management’scontrol. At the reporting unit level, fair value estimation requires management’sassumptions and judgments regarding the effects of overall economic conditionson the specific reporting unit, along with assessment of the reporting unit’sstrategies and forecasts of future cash flows. Forecasts of individual reporting unitcash flows involve management’s estimates and assumptions regarding:

• Annual cash flows, on a debt-free basis, arising from future revenues andprofitability, changes in working capital, capital spending and income taxesfor at least a 10-year forecast period.

• A terminal growth rate for years beyond the forecast period. The terminalgrowth rate is selected based on consideration of growth rates used in theforecast period, historical performance of the reporting unit and economicconditions.

• A discount rate that reflects the risks inherent in realizing the forecastedcash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing inequity securities of comparable companies, the beta obtained fromcomparable companies and the cost of debt for investment grade issuers. Inaddition, the discount rate may consider any company-specific risk inachieving the prospective financial information.

Under the market-based fair value methodology, judgment is required in evaluatingmarket multiples and recent transactions. Management believes that theassumptions used for its impairment tests are representative of those that wouldbe used by market participants performing similar valuations of VF’s reportingunits.

Fiscal 2020 Impairment TestingDuring the three months ended September 28, 2019 ("September 2019"),management determined that the recent downturn in the historical financial results,combined with a downward revision to the forecast included in VF's updatedstrategic growth plan, was a triggering event that required management to performa quantitative impairment analysis of both the Timberland reporting unit goodwilland indefinite-lived trademark intangible asset. See additional discussion in the"Timberland Reporting Unit and Indefinite-Lived Intangible Asset ImpairmentAnalysis" section below.

Management performed its annual goodwill and indefinite-lived intangible assetimpairment testing as of the beginning of the fourth quarter of Fiscal 2020. VFelected to bypass the qualitative analysis for the Timberland and Altra reportingunit goodwill and indefinite-lived trademark intangible assets. See additionaldiscussion in the "Timberland Reporting Unit and Indefinite-Lived Intangible AssetImpairment Analysis" and "Altra Reporting Unit and Indefinite-Lived IntangibleAsset Impairment Analysis" sections below. Management performed a qualitativeanalysis for all other reporting units and trademark intangible assets, as discussedbelow in the “Other Reporting Units - Qualitative impairment analysis” section.

Subsequent to the annual goodwill and indefinite-lived intangible asset impairmenttesting, management determined that the unfavorable projected financial impactfrom COVID-19 was a triggering event that required management to performquantitative impairment analyses of the Timberland, Altra and Icebreaker reportingunit goodwill and indefinite-lived trademark intangible assets. See additionaldiscussion in the "Timberland Reporting Unit and Indefinite-Lived Intangible AssetImpairment Analysis", "Altra Reporting Unit and Indefinite-Lived Intangible AssetImpairment Analysis" and "Icebreaker Reporting Unit and Indefinite-LivedIntangible Asset Impairment Analysis" sections below.

Timberland Reporting Unit and Indefinite-Lived Intangible Asset ImpairmentAnalysisDuring the three months ended September 2019, management determined that therecent downturn in the historical financial results, combined with a downwardrevision to the forecast included in VF's updated strategic growth plan, was atriggering event that required management to perform a quantitative impairmentanalysis of both the Timberland reporting unit goodwill, which includes theTimberland® brand, and the Timberland indefinite-lived trademark intangible asset,which includes both the Timberland® and Timberland PRO® brands. Based on theanalysis, management concluded that the goodwill and indefinite-lived trademarkintangible asset were not impaired. For goodwill, the estimated fair value of thereporting unit exceeded the carrying value by 27%. The estimated fair value of theindefinite-lived trademark intangible asset exceeded its carrying value by asignificant amount. The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible asset at the


August 24, 2019 testing date were $733.5 million and $1,010.1 million,respectively.

In conjunction with VF's annual goodwill and indefinite-lived intangible assetimpairment testing as of the beginning of the fourth quarter of Fiscal 2020,management performed a quantitative impairment analysis of both the Timberlandreporting unit goodwill and the Timberland indefinite-lived trademark intangibleasset. This decision to bypass the optional qualitative impairment assessment andproceed directly to a quantitative impairment analysis was based on the results ofthe recent interim quantitative impairment analysis and continued deterioration inTimberland financial results. Based on the analysis, management concluded thatthe goodwill and indefinite-lived trademark intangible asset were not impaired. Forgoodwill, the estimated fair value of the reporting unit exceeded the carrying valueby 4%. The estimated fair value of the indefinite-lived trademark intangible assetexceeded its carrying value by a significant amount. The carrying values of thereporting unit goodwill and indefinite-lived trademark intangible asset at theDecember 29, 2019 testing date were $732.7 million and $1,014.2 million,respectively.

As of March 28, 2020, management determined that the unfavorable projectedfinancial impact of the COVID-19 pandemic was a triggering event that requiredmanagement to perform a quantitative impairment analysis of both the Timberlandreporting unit goodwill and the Timberland indefinite-lived trademark intangibleasset. Based on the analysis, management recorded a goodwill impairment chargeof $323.2 million to write down the Timberland reporting unit carrying value to itsestimated fair value. No impairment charge was recorded on the indefinite-livedtrademark intangible asset. The estimated fair value of the indefinite-livedtrademark intangible asset exceeded its carrying value by a significant amount.The remaining carrying values of the reporting unit goodwill and indefinite-livedtrademark intangible asset at the March 28, 2020 testing date were $409.1 millionand $999.5 million, respectively.

T h e Timberland® brand, acquired in 2011, offers outdoor, adventure-inspiredlifestyle footwear, apparel and accessories that combine performance benefits andversatile styling for men, women and children. Products are sold globally throughchain, department and specialty stores, independent distributors and licensees,independently-operated partnership stores, concession retail stores, VF-operatedstores, on brand websites with strategic digital partners and online. TheTimberland reporting unit is included in the Outdoor reportable segment.

Management's revenue and profitability forecasts used in the Timberland reportingunit and indefinite-lived trademark intangible asset valuations considered historicalperformance, strategic initiatives and industry trends. Assumptions used in thevaluations were similar to those that would be used by market participantsperforming independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysisof the Timberland reporting unit and indefinite-lived trademark intangible assetinclude:

• Financial projections and future cash flows, including a base yearreflecting the recent deterioration of actual results including the impact ofCOVID-19, delayed and extended recovery from the COVID-19 pandemicin relation to other VF brands, ultimately trending towards growth ratesand profitability in-line with historical trends and terminal growth ratesbased on the expected long-term growth rate of the brand;

• Tax rates based on the statutory rates for the countries in which the brandoperates and the related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreementsof the brand; and,

• Market-based discountrates.

The valuation model used by management in the impairment testing assumesrecovery from the recent downturn in the brand's operating results, including theimpact of the COVID-19 pandemic, and the return to growth rates and profitabilitymore in-line with historical operating trends. If the brand is unable to achieve thefinancial projections, an impairment on the indefinite-lived trademark intangibleasset or additional impairment on the reporting unit goodwill could occur in thefuture.

Altra Reporting Unit and Indefinite-Lived Intangible Asset ImpairmentAnalysisIn conjunction with VF's annual goodwill and indefinite-lived intangible assetimpairment testing as of the beginning of the fourth quarter of Fiscal 2020,management performed a quantitative impairment analysis of both the Altrareporting unit goodwill and the indefinite-lived trademark intangible asset. Thisdecision to bypass the optional qualitative impairment assessment and proceeddirectly to a quantitative impairment analysis was based on review of actual Altrafinancial performance in the period since acquisition compared to the originalacquisition valuation model. Based on the analyses, management concluded thatthe goodwill and indefinite-lived trademark intangible asset were not impaired. Forgoodwill, the estimated fair value of the reporting unit exceeded the carrying valueby a significant amount. The estimated fair value of the indefinite-lived trademarkintangible asset exceeded its carrying value by 18%. The carrying values of thereporting unit goodwill and indefinite-lived trademark intangible asset at theDecember 29, 2019 testing date were $61.7 million and $46.4 million, respectively.

As of March 28, 2020, management determined that the unfavorable projectedfinancial impact of the COVID-19 pandemic was a triggering event that requiredmanagement to perform a quantitative impairment analysis of both the Altrareporting unit goodwill and the indefinite-lived trademark intangible asset. Basedon the analyses, management concluded that the goodwill and indefinite-livedtrademark intangible asset were not impaired. For goodwill, the estimated fairvalue of the reporting unit exceeded the carrying value by 18%. The estimated fairvalue of the indefinite-lived trademark intangible asset exceeded its carrying valueby 7%. The carrying values of the reporting unit goodwill and indefinite-livedtrademark intangible asset at the March 28, 2020 testing date were $61.7 millionand $46.4 million, respectively.

The Altra® brand, acquired in Fiscal 2019, is an athletic and performance-basedlifestyle footwear brand. Products are sold primarily through the wholesale channeland online in North America and Europe. The Altra® brand is included in theOutdoor reportable segment.

Management's revenue and profitability forecasts used in the Altra reporting unitand indefinite-lived trademark intangible asset valuations considered historicalperformance, strategic initiatives and industry trends. Assumptions used in thevaluations were similar to those that would be used by market participantsperforming independent valuations of the business.


Key assumptions developed by management and used in the quantitative analysisof the Altra reporting unit and indefinite-lived trademark intangible asset include:

• Financial projections and future cash flows, including a base yearreflecting recent actual results, return to financial performance more in-line with that used in the acquisition valuation model and terminal growthrates based on the expected long-term growth rate of the brand;


• Royalty rates based on active license agreements of other VF brands;and,


The valuation model used by management in the impairment testing assumesrecovery from the recent downturn in the brand's operating results due to theCOVID-19 pandemic, and the return to growth rates and profitability more in-linewith historical operating trends and the original acquisition valuation model. If thebrand is unable to achieve the financial projections, an impairment on theindefinite-lived trademark intangible asset or impairment on the reporting unitgoodwill could occur in the future.

Icebreaker Reporting Unit and Indefinite-Lived Intangible Asset ImpairmentAnalysisAs of March 28, 2020, management determined that the unfavorable projectedfinancial impact of the COVID-19 pandemic was a triggering event that requiredmanagement to perform a quantitative impairment analysis of both the Icebreakerreporting unit goodwill and the indefinite-lived trademark intangible asset. Basedon the analyses, management concluded that the goodwill and indefinite-livedtrademark intangible asset were not impaired. For goodwill, the estimated fairvalue of the reporting unit exceeded the carrying value by 9%. The estimated fairvalue of the indefinite-lived trademark intangible asset exceeded its carrying valueby a significant amount. The carrying values of the reporting unit goodwill andindefinite-lived trademark intangible asset at the March 28, 2020 testing date were$78.4 million and $58.6 million, respectively.

The Icebreaker® brand, acquired in Fiscal 2019, specializes in high-performanceapparel based on natural fibers, including Merino wool, plant-based fibers andrecycled fibers. The Icebreaker® brand is included in the Outdoor reportablesegment.

Management's revenue and profitability forecasts used in the Icebreaker reportingunit and indefinite-lived trademark intangible asset valuations considered historicalperformance, strategic initiatives and industry trends. Assumptions used in thevaluations were similar to those that would be used by market participantsperforming independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysisof the Icebreaker reporting unit and indefinite-lived trademark intangible assetinclude:

• Financial projections and future cash flows, including a base yearreflecting recent actual results including the impact of COVID-19, return tofinancial performance more in-line with that used in the acquisitionvaluation model and terminal growth rates based on the expected long-term growth rate of the brand;


• Royalty rates based on active license agreements of other VF brands;and,


The valuation model used by management in the impairment testing assumesrecovery from the recent downturn in the brand's operating results due to theCOVID-19 pandemic, and the return to growth rates and profitability more in-linewith historical operating trends and the original acquisition valuation model. If thebrand is unable to achieve the financial projections, an impairment on theindefinite-lived trademark intangible asset or impairment on the reporting unitgoodwill could occur in the future.

Other Reporting Units - Qualitative Impairment AnalysisFor all other reporting units, VF elected to perform a qualitative assessment duringthe annual goodwill and indefinite-lived intangible asset impairment testing todetermine whether it was more likely than not that the goodwill and indefinite-livedtrademark intangible assets in those reporting units were impaired. In thisqualitative assessment, VF considered relevant events and circumstances for eachreporting unit, including (i) current year results, (ii) financial performance versusmanagement’s annual and five-year strategic plans, (iii) changes in the reportingunit carrying value since prior year, (iv) industry and market conditions in which thereporting unit operates, (v) macroeconomic conditions, including discount ratechanges, and (vi) changes in products or services offered by the reporting unit. Ifapplicable, performance in recent years was compared to forecasts included inprior valuations. Based on the results of the qualitative assessment, VF concludedthat it was not more likely than not that the carrying values of the goodwill andindefinite-lived trademark intangible assets were greater than their fair values, andthat further quantitative testing was not necessary.

Management’s Use of Estimates and AssumptionsManagement made its estimates based on information available as of the date ofour assessments, using assumptions we believe market participants would use inperforming an independent valuation of the business. It is possible that VF’sconclusions regarding impairment or recoverability of goodwill or indefinite-livedintangible assets in any reporting unit could change in future periods. There canbe no assurance that the estimates and assumptions used in our goodwill andindefinite-lived intangible asset impairment testing will prove to be accuratepredictions of the future, if, for example, (i) the businesses do not perform asprojected, (ii) overall economic conditions in Fiscal 2021 or future years vary fromcurrent assumptions (including changes in discount rates), (iii) business conditionsor strategies for a specific reporting unit change from current assumptions,including loss of major customers, (iv) investors require higher rates of return onequity investments in the marketplace, or (v) enterprise values of comparablepublicly traded companies, or actual sales transactions of comparable companies,were to decline, resulting in lower multiples of revenues and EBITDA.

A future impairment charge for goodwill or indefinite-lived intangible assets couldhave a material effect on VF’s consolidated financial position and results ofoperations.


Stock Options

VF uses a lattice option-pricing model to estimate the fair value of stock optionsgranted to employees and nonemployee members of the Board of Directors. VFbelieves that a lattice model provides a refined estimate of the fair value of optionsbecause it can incorporate (i) historical option exercise patterns and multipleassumptions about future option exercise patterns for each of several groups ofoption holders, and (ii) inputs that vary over time, such as assumptions for interestrates and volatility. Management performs an annual review of all assumptionsemployed in the valuation of option grants and believes they are reflective of theoutstanding options and underlying Common Stock and of groups of optionparticipants. The lattice valuation incorporates the assumptions listed in Note 18 tothe consolidated financial statements.

One of the critical assumptions in the valuation process is estimating the expectedaverage life of the options before they are exercised. For each option grant, VFestimated the expected average life based on evaluations of the historical andexpected

option exercise patterns for each of the groups of option holders that havehistorically exhibited different option exercise patterns. These evaluations included(i) voluntary stock option exercise patterns based on a combination of changes inthe price of VF Common Stock and periods of time that options are outstandingbefore exercise, and (ii) involuntary exercise patterns resulting from turnover,retirement and death.

Volatility is another critical assumption requiring judgment. Management bases itsestimates of future volatility on a combination of implied and historical volatility.Implied volatility is based on short-term (6 to 9 months) publicly traded near-the-money options on VF Common Stock. VF measures historical volatility over a ten-year period, corresponding to the contractual term of the options, using daily stockprices. Management’s assumption for valuation purposes is that expected volatilitystarts at a level equal to the implied volatility and then transitions to the historicalvolatility over the remainder of the ten-year option term.

Pension Obligations

VF sponsors a qualified defined benefit pension plan covering most full-time U.S.employees hired before 2005 and an unfunded supplemental defined benefitpension plan ("U.S. pension plans") that provides benefits in excess of thelimitations imposed by income tax regulations. In Fiscal 2019, VF approved afreeze of all future benefit accruals under the U.S. qualified defined benefit pensionplan and supplemental defined benefit pension plan, effective December 31, 2018.VF also sponsors certain non-U.S. defined benefit pension plans. The selection ofactuarial assumptions for determining the projected pension benefit liabilities andannual pension expense is significant due to amounts involved and the long timeperiod over which benefits are accrued and paid.

Annually, management reviews the principal economic actuarial assumptionssummarized in Note 16 to the consolidated financial statements, and revises themas appropriate based on current rates and trends as of the valuation date. VF alsoperiodically reviews and revises, as necessary, other plan assumptions such asrates of compensation increases, retirement, termination, disability and mortality.VF believes the assumptions appropriately reflect the participants’ demographicsand projected benefit obligations of the plans and result in the best estimate of theplans’ future experience. Actual results may vary from the actuarial assumptionsused.

The below discussion of discount rate, return on assets and mortality assumptionsrelates specifically to the U.S. pension plans, as they comprise approximately 91%of VF’s total defined benefit plan assets and approximately 88% of VF’s totalprojected benefit obligations of the combined U.S. and international plans.

One of the critical assumptions used in the actuarial model is the discount rate,which is used to estimate the present value of future cash outflows necessary tomeet projected benefit obligations for the specific plan. It is the estimated interestrate that VF could use to settle its projected benefit obligations at the valuationdate. The discount rate assumption is based on current market interest rates. VFselects a discount rate for each of the U.S. pension plans by matching high qualitycorporate bond yields to the timing of projected benefit payments to participants ineach plan. VF uses

the population of U.S. corporate bonds rated ‘Aa’ by Moody’s Investors Service orStandard & Poor’s Ratings Services. VF excludes the highest and lowest yieldingbonds from this population of approximately 919 such bonds. The bonds must benoncallable/nonputable unless make-whole provisions exist. Each plan’s projectedbenefit payments are matched to current market interest rates over the expectedpayment period to calculate an associated present value. A single equivalentdiscount rate is then determined that produces the same present value. Theresulting discount rate is reflective of both the current interest rate environment andthe plan’s distinct liability characteristics. VF believes that those ‘Aa’ rated issuesmeet the “high quality” intent of the applicable accounting standards and that theMarch 2020 discount rates of 3.44% for the U.S. qualified defined benefit pensionplan and 3.46% for the unfunded supplemental defined benefit plan appropriatelyreflect current market conditions and the long-term nature of projected benefitpayments to participants in the U.S. pension plans.

VF utilizes the spot rate approach to measure service and interest costs. Under thespot rate approach, the full yield curve is applied separately to cash flows for eachprojected benefit obligation, service cost, and interest cost for a more precisecalculation.

Another critical assumption of the actuarial model is the expected long-term rate ofreturn on investments. VF’s investment objective is to invest in a diversifiedportfolio of assets with an acceptable level of risk to maximize the long-term returnwhile minimizing volatility in the value of plan assets relative to the value of planliabilities. These risks include market, interest rate, credit, liquidity, regulatory andforeign securities risks. Investment assets consist of cash equivalents, U.S. andinternational equity, corporate and governmental fixed-income securities,insurance contracts, and alternative assets. VF develops a projected rate of returnfor each of the investment asset classes based on many factors, includinghistorical and expected returns, the estimated inflation rate, the premium to beearned in excess of a risk-free return, the premium for equity risk and the premiumfor longer duration fixed-income securities. The weighted average projected long-term rates of return of the various assets held by the U.S. qualified plan providethe basis for the expected long-term rate of return


actuarial assumption. VF’s rate of return assumption was 5.70% and 5.50% in theyear ended March 2020 due to the December 2019 interim remeasurement for thelump-sum offer settlement event, 5.70% in the year ended March 2019, 5.85% inthe three months ended March 2018 and 6.00% in the year ended December2017. In recent years, VF has altered the investment mix by (i) increasing theallocation to fixed-income investments and reducing the allocation to equityinvestments, and (ii) increasing the allocation in equities to more internationalinvestments. The changes in asset allocation are anticipated, over time, to reducethe year-to-year variability of the U.S. qualified plan’s funded status and impact onpension expense. Management monitors the plan’s asset allocation to balance riskwith anticipated investment returns in a given year. Based on an evaluation ofmarket conditions and projected market returns, VF will be using a rate of returnassumption of 5.25% for the U.S. qualified defined benefit pension plan for Fiscal2021.

We consistently review all of our demographic assumptions as part of the normalmanagement of our defined benefit plans, and update these assumptions asappropriate. The Company performed a demographic assumptions study in 2017and updated the assumptions, as necessary, in the year ended March 2019valuations.

VF utilizes the RP-2014 base table and MP-2014 mortality improvement scale,which were adjusted for characteristics of our plan-specific populations and otherdata where appropriate, in developing our best estimate of the expected mortalityrates of plan participants in the U.S. pension plans. In 2019, the Society ofActuaries (SOA) issue a new mortality table (PRI-2012) and improvement scale(MP-2019) which reflect a decrease in life expectancies compared to the previoustable and scales. Management considered the PRI-2012 table and MP-2019 scaleand determined they are directionally consistent with the current assumptions andconcluded no change was needed for the year ended March 2020.

Differences between actual results in a given year and the actuarially determinedassumed results for that year (e.g., investment performance, discount rates andother assumptions) do not affect that year’s pension expense, but instead aredeferred as unrecognized actuarial gains or losses in accumulated othercomprehensive income (loss) in the Consolidated Balance Sheet. At the end ofFiscal 2020 for all pension plans, there were $358.0 million of pretax accumulateddeferred actuarial losses, plus $0.7 million of pretax net deferred prior servicecredits, resulting in an after-tax amount of $262.5 million in accumulated othercomprehensive income (loss) in the March 2020 Consolidated Balance Sheet. Thenet deferred loss will be amortized as a component of pension expense.

Pension expense recognized in the consolidated financial statements was $23.6million in the year ended March 2020, $39.7 million in the year ended March 2019,$4.6 million in the three months ended March 2018 and $34.8 million in the yearended December 2017, respectively. Pension expense for the year ended March2020 was higher as it included a $23.0 million settlement charge resulting from2,400 participants accepting a one-time option to receive a distribution of theirdeferred vested benefits (refer to Note 16). The cost of pension benefits actuallyearned each year by covered active employees (commonly called “service cost”)was $14.5 million in the year ended March 2020, $22.4 million in the year endedMarch 2019, $5.9 million in the three months ended March 2018 and $24.9 millionin the year ended December 2017. Pension expense was lower in the year endedMarch 2020 compared to the year ended March 2019 due primarily to lowerservice costs due to the freeze in future benefit accruals in the U.S. qualified andnonqualified plans, lower amortization of unrecognized actuarial losses and lowerinterest costs resulting from lower interest rates. Looking forward, VF expectspension income for the next 12 months of approximately $8.7 million primarily dueto expected return on plan assets exceeding the other components of pensionexpense.

The sensitivity of changes in actuarial assumptions on Fiscal 2020 pension expense and on projected benefit obligations related to the U.S. defined benefit pension plan atthe end of Fiscal 2020, all other factors being equal, is illustrated by the following:

Increase (Decrease) in

(Dollars in millions) Pension Expense Projected Benefit Obligations0.50% decrease in discount rate $ 12 $ 810.50% increase in discount rate (4 ) (74 )0.50% decrease in expected investment return 8 —0.50% increase in expected investment return (8 ) —0.50% decrease in rate of compensation change — —0.50% increase in rate of compensation change — —

As discussed in the “Risk Management” section above, VF has taken a series of steps to reduce volatility in the pension plans and their impact on the financial statements.On a longer-term basis, VF believes the year-to-year variability of the retirement benefit expense should decrease.


Income Taxes

As a global company, VF is subject to income taxes and files income tax returns inover 100 U.S. and foreign jurisdictions each year. Due to economic and politicalconditions, tax rates in various jurisdictions may be subject to significant change.The Company could be subject to changes in its tax rates, the adoption of newU.S. or international tax legislation or changes in interpretation of existing tax lawsand regulations or rulings by courts or government authorities leading to exposureto additional tax liabilities. In particular, tax authorities and the courts haveincreased their focus on income earned in no- or low-tax jurisdictions or incomethat is not taxed in any jurisdiction. Tax authorities have also become skeptical ofspecial tax rulings provided to companies offering lower taxes than may beapplicable in other countries. VF makes an ongoing assessment to identify anysignificant exposure related to increases in tax rates in the jurisdictions in whichVF operates.

As discussed in Note 19 to the consolidated financial statements, VF has beengranted a lower effective income tax rate on taxable earnings in certain foreignjurisdictions.

Furthermore, in February 2015, the European Union Commission (“EU”) opened astate aid investigation into Belgium’s tax rulings. On January 11, 2016, the EUannounced its decision that these rulings were illegal and ordered that tax benefitsgranted under these rulings should be collected from the affected companies,including VF. On March 22, 2016, the Belgium government filed an appeal seekingannulment of the EU decision. Additionally, on June 21, 2016, VF Europe BVBAfiled its own application for annulment of the EU decision. On December 22, 2016,Belgium adopted a law which entitled the Belgium tax authorities to issue taxassessments and demand timely payments from companies which benefited fromthe excess profits regime. On January 10, 2017, VF Europe BVBA received anassessment for €31.9 million tax and interest related to excess profits benefitsreceived in prior years. VF Europe BVBA remitted €31.9 million ($33.9 million) onJanuary 13, 2017, which was recorded as an income tax receivable in 2017 basedon the expected success of the aforementioned requests for annulment. Anadditional assessment of €3.1 million ($3.8 million) was received and paid inJanuary 2018. On February 14, 2019 the General Court annulled the EU decisionand on April 26, 2019 the EU appealed the General Court’s annulment. Both listedrequests for annulment remain open and unresolved. Additionally, the EU hasinitiated proceedings related to individual rulings granted by Belgium, including theruling granted to VF. If this matter is adversely resolved, these amounts will not becollected by VF.

The calculation of income tax liabilities involves uncertainties in the application ofcomplex tax laws and regulations, which are subject to legal interpretation andsignificant management judgment. VF’s income tax returns are regularly examinedby

federal, state and foreign tax authorities, and those audits may result in proposedadjustments. VF has reviewed all issues raised upon examination, as well as anyexposure for issues that may be raised in future examinations. VF has evaluatedthese potential issues under the “more-likely-than-not” standard of the accountingliterature. A tax position is recognized if it meets this standard and is measured atthe largest amount of benefit that has a greater than 50% likelihood of beingrealized. Such judgments and estimates may change based on audit settlements,court cases and interpretation of tax laws and regulations. Income tax expensecould be materially affected to the extent VF prevails in a tax position or when thestatute of limitations expires for a tax position for which a liability for unrecognizedtax benefits or valuation allowances have been established, or to the extent VF isrequired to pay amounts greater than the established liability for unrecognized taxbenefits. VF does not currently anticipate any material impact on earnings from theultimate resolution of income tax uncertainties. There are no accruals for generalor unknown tax expenses.

As of March 2020, VF has $237.3 million of gross deferred income tax assetsrelated to operating loss and capital loss carryforwards, and $166.6 million ofvaluation allowances against those assets. Realization of deferred tax assetsrelated to operating loss and capital loss carryforwards is dependent on futuretaxable income in specific jurisdictions, the amount and timing of which areuncertain, and on possible changes in tax laws. If management believes that VFwill not be able to generate sufficient taxable income or capital gains to offsetlosses during the carryforward periods, VF records valuation allowances to reducethose deferred tax assets to amounts expected to be ultimately realized. If in afuture period management determines that the amount of deferred tax assets to berealized differs from the net recorded amount, VF would record an adjustment toincome tax expense in that future period.

On May 19, 2019, Switzerland voted to approve the Federal Act on Tax Reformand AHV Financing (“Swiss Tax Act”). Provisions of the Swiss Tax Act wereenacted for Swiss federal purposes during the second quarter of Fiscal 2020, andlater enacted for certain cantons during the fourth quarter. In addition to changes tothe federal and cantonal tax rates, there were transitional measures allowingcompanies to recognize a step-up in tax basis that is subsequently amortized overa period of time. Calculation of the additional tax basis involves estimates andapplication of specific guidelines determined by the Swiss federal authorities aswell as through ongoing discussions with Swiss cantonal tax authorities. Theseprovisions resulted in adjustments to deferred tax assets and liabilities such that anet tax benefit of $93.6 million was recorded in the year ended March 2020.

Recently Issued and Adopted Accounting Standards

Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.A discussion of VF’s market risks is incorporated by reference to “Risk Management” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” in this Annual Report.


Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.See “Index to Consolidated Financial Statements and Financial Statement Schedule” on page F-1 of this Annual Report for information required by this Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision of the Chief Executive Officer and the Chief FinancialOfficer, VF conducted an evaluation of the effectiveness of the design andoperation of VF’s “disclosure controls and procedures” as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) asof March 28, 2020. These require that VF ensure that information required to bedisclosed by VF in reports that it files or submits under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified inthe Securities and

Exchange Commission’s rules and forms and that information required to bedisclosed in the reports filed or submitted under the Exchange Act is accumulatedand communicated to VF’s management, including the principal executive officerand principal financial officer, to allow timely decisions regarding requireddisclosures. Based on VF’s evaluation, the principal executive officer and theprincipal financial officer concluded that VF’s disclosure controls and procedureswere effective as of March 28, 2020.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

VF’s management is responsible for establishing and maintaining adequateinternal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) or 15d-15(f). VF’s management conducted an assessment of VF’s internalcontrol over financial reporting based on the framework described in InternalControl — Integrated Framework (2013), issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on this assessment, VF’smanagement has determined that VF’s

internal control over financial reporting was effective as of March 28, 2020. Theeffectiveness of VF’s internal control over financial reporting as of March 28, 2020has been audited by PricewaterhouseCoopers LLP, an independent registeredpublic accounting firm, as stated in their report which appears herein.

See page F-2 of this Annual Report for “Management’s Report on Internal ControlOver Financial Reporting.”

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in VF’s internal control over financial reporting that occurred during its last fiscal quarter that have materially affected, or are reasonably likely tomaterially affect, VF’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.Not applicable.


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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.Information regarding VF’s Executive Officers required by Item 10 of this Part III isset forth in Item 1 of Part I of this Annual Report under the caption “ExecutiveOfficers of VF.” Information required by Item 10 of Part III regarding VF’s Directorsis included under the caption “Election of Directors” in VF’s 2020 Proxy Statementthat will be filed with the Securities and Exchange Commission within 120 daysafter the close of our fiscal year ended March 28, 2020, which information isincorporated herein by reference.

Information regarding compliance with Section 16(a) of the Exchange Act of 1934is included under the caption “Delinquent Section 16(a) Reports” in VF’s 2020Proxy Statement that will be filed with the Securities and Exchange Commissionwithin 120 days after the close of our fiscal year ended March 28, 2020, whichinformation is incorporated herein by reference.

Information regarding the Audit Committee is included under the caption“Corporate Governance at VF — Board Committees and Their Responsibilities —Audit Committee” in VF’s 2020 Proxy Statement that will be filed with the Securitiesand Exchange Commission within 120 days after the close of our fiscal year endedMarch 28, 2020, which information is incorporated herein by reference.

VF has adopted a written code of ethics, “VF Corporation Code of BusinessConduct,” that is applicable to all VF directors, officers

and employees, including VF’s chief executive officer, chief financial officer, chiefaccounting officer and other executive officers identified pursuant to this Item 10(collectively, the “Selected Officers”). In accordance with the Securities andExchange Commission’s rules and regulations, a copy of the code has been filedand is incorporated by reference as Exhibit 14 to this report. The code is alsoposted on VF’s website, www.vfc.com. VF will disclose any changes in or waiversfrom its code of ethics applicable to any Selected Officer or director on its websiteat www.vfc.com.

The Board of Directors’ Corporate Governance Principles, the Audit Committee,Governance and Corporate Responsibility Committee, Talent and CompensationCommittee and Finance Committee charters and other corporate governanceinformation, including the method for interested parties to communicate directlywith nonmanagement members of the Board of Directors, are available on VF’swebsite. These documents, as well as the VF Corporation Code of BusinessConduct, will be provided free of charge to any shareholder upon request directedto the Secretary of VF Corporation at P.O. Box 372670, Denver, CO 80237.

ITEM 11. EXECUTIVE COMPENSATION.Information required by Item 11 of this Part III is included under the captions “Corporate Governance at VF — Directors’ Compensation” and “Executive Compensation” inVF’s 2020 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 28, 2020, whichinformation is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS.Information required by Item 12 of this Part III is included under the caption “Security Ownership of Certain Beneficial Owners and Management” in VF’s 2020 ProxyStatement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 28, 2020, which information isincorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.Information required by Item 13 of this Part III is included under the caption “Election of Directors” in VF’s 2020 Proxy Statement that will be filed with the Securities andExchange Commission within 120 days after the close of our fiscal year ended March 28, 2020, which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.Information required by Item 14 of this Part III is included under the caption “Professional Fees of PricewaterhouseCoopers LLP” in VF’s 2020 Proxy Statement that will befiled with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 28, 2020, which information is incorporated herein byreference.


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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.(a) The following documents are filed as a part of this Fiscal 2020 report:

1. Financial statements PAGE NUMBERManagement’s Report on Internal Control Over Financial Reporting F-2Report of Independent Registered Public Accounting Firm F-3Consolidated Balance Sheets F-6Consolidated Statements of Income F-7Consolidated Statements of Comprehensive Income F-8Consolidated Statements of Cash Flows F-9Consolidated Statements of Stockholders’ Equity F-11Notes to Consolidated Financial Statements F-12

2. Financial statement schedules PAGE NUMBERSchedule II — Valuation and Qualifying Accounts F-59

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the relatedinstructions or are inapplicable and therefore have been omitted.

3. ExhibitsNUMBER DESCRIPTION

3. Articles of incorporation and bylaws: (A) Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K filed October 21, 2013) (B) Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to Form 8-K filed May 13, 2020)

4. Instruments defining the rights of security holders, including indentures: (A) A specimen of VF’s Common Stock certificate (Incorporated by reference to Exhibit 4(A) to Form 10-K for the year ended January 3, 1998)

(B) Indenture between VF and United States Trust Company of New York, as Trustee, dated September 29, 2000 (Incorporated by reference toExhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000)

(C) Form of 6.00% Note due October 15, 2033 for $297,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement

No. 110458 filed November 13, 2003)

(D) Form of 6.00% Note due October 15, 2033 for $2,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No.

110458 filed November 13, 2003)

(E) Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to

Exhibit 4.1 to Form S-3ASR Registration Statement No. 333-146594 filed October 10, 2007)

(F) First Supplemental Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007

(Incorporated by reference to Exhibit 4.2 to Form 8-K filed October 25, 2007) (G) Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed October 25, 2007)

(H)

Second Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 24,2011 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed August 24, 2011)

(I) Form of Fixed Rate Notes due 2021 for $500,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011)

(J)

Third Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New YorkMellon, London Branch, as Paying Agent, dated as of September 20, 2016 (Incorporated by reference to Exhibit 4.2 to Form 8-K filedSeptember 20, 2016)

(K) Form of 0.625% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed September 20, 2016)

(L)

Fourth Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New YorkMellon, London Branch, as Paying Agent dated as of February 25, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed February25, 2020)

(M) Form of 0.250% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed February 25, 2020)


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NUMBER DESCRIPTION (N) Form of 0.625% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed February 25, 2020)

(O)

Fifth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of April 23, 2020(Incorporated by reference to Exhibit 4.2 to Form 8-K filed April 23, 2020)

(P) Form of 2.050% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed April 23, 2020) (Q) Form of 2.400% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed April 23, 2020) (R) Form of 2.800% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.5 to Form 8-K filed April 23, 2020) (S) Form of 2.950% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.6 to Form 8-K filed April 23, 2020) (T) Description of Securities

10. Material contracts:

(A)

1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (Incorporated by reference to Appendix B to the 2015Proxy Statement filed March 19, 2015)*

(B)

Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by reference to Exhibit 10(B)to Form 10-K for the year ended January 2, 2010)*

(C)

Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporatedby reference to Exhibit 10(C) to Form 10-K for the year ended December 31, 2011)*

(D)

Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(D) to Form 10-K for theyear ended January 2, 2010)*

(E)

Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(E) to Form 10-K for theyear ended December 29, 2012)*

(F) Form of Award Certificate for Restricted Stock Units for Non-Employee Directors*

(G)

Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2019) [Incorporated by reference to Exhibit 10.1 toForm 8-K filed February 22, 2011]*

(H)

Form of Award Certificate for Restricted Stock Units for Executive Officers (for awards granted prior to Fiscal 2019) [Incorporated byreference to Exhibit 10(H) to Form 10-K for the year ended December 29, 2012]*

(I) Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2021)* (J) Form of Award Certificate for Restricted Stock Units Special Award (for awards granted prior to Fiscal 2021)* (K) Form of Award Certificate for Restricted Stock Units* (L) Form of Award Certificate for Restricted Stock Units Special Award (Cliff Vesting)* (M) Form of Award Certificate for Restricted Stock Units Special Award (Split Vesting)*

(N)

Form of Award Certificate for Restricted Stock Award (for awards granted prior to Fiscal 2021) [Incorporated by reference to Exhibit 10.2 toForm 8-K filed February 22, 2011]*

(O)

Form of Award Certificate for Restricted Stock Award for Executive Officers (for awards granted prior to Fiscal 2021) [Incorporated byreference to Exhibit 10(J) to Form 10-K for the year ended December 29, 2012]*

(P) Form of Award Certificate for Restricted Stock Special Award (Cliff Vesting)* (Q) Form of Award Certificate for Restricted Stock Special Award (Split Vesting)*

(R)

Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(A) to Form 10-Qfor the quarter ended March 30, 2002)*

(S)

Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(B) to Form10-Q for the quarter ended March 30, 2002)*

(T)

Executive Deferred Savings Plan II, as amended and restated January 1, 2020 (Incorporated by reference to Item 10.1 to Form 10-Q for thequarter ended December 28, 2019)*

(U) Amendment to Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(b) to Form 8-K filed December 17, 2004)*

(V)

Amended and Restated Second Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan for Mid-Career Senior Management (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended April 1,2006)*

(W)

Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for thequarter ended April 1, 2006)*

(X)

Amended and Restated Fifth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended April 1, 2006)*

(Y)

Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan for Participants in VF’s Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10.5 to Form 10-Q for thequarter ended April 1, 2006)*








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NUMBER DESCRIPTION

(Z) Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive

Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended April 1, 2006)*

(AA) Amended and Restated Ninth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan relating to the computation of benefits for Senior Management (Incorporated by reference to Exhibit 10.7 to Form 10-Q forthe quarter ended April 1, 2006)*

(BB) Amended and Restated Tenth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental ExecutiveRetirement Plan for Participants in VF’s Mid-Term Incentive Plan (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarterended April 1, 2006)*

(CC) Eleventh Supplemental Annual Benefit Determination Pursuant to the Amended and Restated Supplemental Executive Retirement Plan

(Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended April 1, 2006)*

(DD) Twelfth Supplemental Benefit Determination Pursuant to the VF Corporation Amended and Restated Supplemental Executive Retirement

Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 27, 2014)*

(EE) Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter

ended April 1, 2006)*

(FF) Resolution of the Board of Directors dated December 3, 1996 relating to lump sum payments under VF’s Supplemental Executive

Retirement Plan (Incorporated by reference to Exhibit 10(N) to Form 10-K for the year ended January 4, 1997)*

(GG) 2012 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit

10(W) to Form 10-K for the year ended December 31, 2011)* (HH) 2019 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries*

(II) Amended and Restated Executive Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 25, 2013)*

(JJ)

Amended and Restated Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10(BB) to Form 10-K for the yearended December 30, 2017)*

(KK) Amended and Restated Deferred Savings Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10(W) to Form 10-K for the

year ended January 3, 2009)*

(LL) Form of Indemnification Agreement with each of VF’s Non-Employee Directors (Incorporated by reference to Exhibit 10.2 of the Form 10-Q

for the quarter ended September 27, 2008)*

(MM) 2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of October 18, 2017

(Incorporated by reference to Exhibit 10.1 to form 10-Q for the quarter ended September 30, 2017)*

(NN) Five-year Revolving Credit Agreement, dated December 17, 2018 (Incorporated by reference to Exhibit 10.1 to Form 10-Q filed February 4,

2019)

(OO)

Amendment No. 1 to Five-year Revolving Credit Agreement, dated as of April 20, 2020, by and among VF, JP Morgan Chase Bank, N.A., asthe Administrative Agent, the Lenders party thereto and the other parties thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filedApril 21, 2020)

(PP) Separation and Distribution Agreement dated May 22, 2019 (incorporated by reference to Exhibit 2.1 to Form 8-K filed May 23, 2019)

(QQ) Tax Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 23, 2019)

(RR) Transition Services Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 23, 2019)

(SS) VF Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.3 to Form 8-K filed May 23, 2019)

(TT)

Kontoor Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.4 to Form 8-K filed May 23,2019)

(UU) Employee Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.5 to Form 8-K filed May 23, 2019)14. Code of Business Conduct (Incorporated by reference to Exhibit 14 to Form 10-K for the year ended December 30, 2017)

The VF Corporation Code of Business Conduct is also available on VF’s website at www.vfc.com. A copy of the Code of Business Conduct willbe provided free of charge to any person upon request directed to the Secretary of VF Corporation, at P.O. Box 372670, Denver, CO 80237.

21. Subsidiaries of the Corporation23. Consent of independent registered public accounting firm24. Power of attorney31.1 Certification of the principal executive officer, Steven E. Rendle, pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2 Certification of the principal financial officer, Scott A. Roe, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002








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NUMBER DESCRIPTION32.1 Certification of the chief executive officer, Steven E. Rendle, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-

Oxley Act of 200232.2 Certification of the chief financial officer, Scott A. Roe, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

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All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or areinapplicable and therefore have been omitted.

* Management compensation plans

ITEM 16. FORM 10-K SUMMARY.None.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, VF has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

V.F. CORPORATION

By: /s/ Steven E. Rendle

Steven E. RendleChairman, President and Chief Executive Officer(Principal Executive Officer and Director)

By: /s/ Scott A. Roe

Scott A. RoeExecutive Vice President and Chief Financial Officer(Principal Financial Officer)

By: /s/ Bryan H. McNeill

Bryan H. McNeillVice President, Controller and Chief Accounting Officer(Principal Accounting Officer)

May 27, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of VF and in the capacities andon the dates indicated:

Richard T. Carucci* Director Juliana L. Chugg* Director Benno O. Dorer* Director Mark S. Hoplamazian* Director Laura W. Lang* Director W. Alan McCollough* Director W. Rodney McMullen* Director Clarence Otis, Jr.* Director Steven E. Rendle* Director Carol L. Roberts* Director Matthew J. Shattock* Director Veronica Wu* Director

*By: /s/ Laura C. Meagher Laura C. Meagher, Attorney-in-Fact

May 27, 2020


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VF CORPORATIONIndex to Consolidated Financial Statements

and Financial Statement ScheduleMarch 2020

PAGE NUMBERManagement’s Report on Internal Control Over Financial Reporting F-2Report of Independent Registered Public Accounting Firm F-3Consolidated Balance Sheets F-6Consolidated Statements of Income F-7Consolidated Statements of Comprehensive Income F-8Consolidated Statements of Cash Flows F-9Consolidated Statements of Stockholders’ Equity F-11Notes to Consolidated Financial Statements F-12Schedule II — Valuation and Qualifying Accounts F-59

VF Corporation Fiscal 2020 Form 10-K F-1

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V.F. Corporation

Management’s Report on Internal Control Over Financial ReportingManagement of V.F. Corporation (“VF”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule13a-15(f). VF’s management conducted an assessment of VF's internal control over financial reporting based on the framework described in Internal Control — IntegratedFramework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, VF’s management has determined thatVF’s internal control over financial reporting was effective as of March 28, 2020.

The effectiveness of VF’s internal control over financial reporting as of March 28, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registeredpublic accounting firm, as stated in their report which appears herein.

F-2 VF Corporation Fiscal 2020 Form 10-K

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of V. F. Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of V. F. Corporation and its subsidiaries (the “Company”) as of March 28, 2020 and March 30, 2019, andthe related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for the years ended March 28, 2020 and March 30,2019, for the three-month period ended March 31, 2018, and for the year ended December 30, 2017, including the related notes and financial statement schedule for theyears ended March 28, 2020 and March 30, 2019, for the three-month period ended March 31, 2018, and for the year ended December 30, 2017 listed in the indexappearing under Item 15(a)2 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financialreporting as of March 28, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 28, 2020and March 30, 2019, and the results of its operations and its cash flows for the years ended March 28, 2020 and March 30, 2019, for the three-month period ended March31, 2018, and for the year ended December 30, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, theCompany maintained, in all material respects, effective internal control over financial reporting as of March 28, 2020, based on criteria established in Internal Control -Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on March 31, 2019 and the manner inwhich it accounts for revenues from contracts with customers on April 1, 2018.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over FinancialReporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reportingbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assuranceabout whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financialreporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding theamounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtainingan understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reportingincludes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.


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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated orrequired to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involvedour especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financialstatements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on theaccounts or disclosures to which they relate.

Goodwill Impairment Analysis - Timberland Reporting Unit

As described in Notes 1, 9 and 23 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,156.0 million as of March 28, 2020, andtotal goodwill associated with the Timberland reporting unit was $409.1 million. In the year ended March 28, 2020, the Company recorded an impairment charge of $323.2million related to the Timberland reporting unit. Management evaluates goodwill for possible impairment as of the beginning of the fourth quarter of each fiscal year, orwhenever events or changes in circumstances indicate that the fair value of goodwill may be below its carrying amount. The impairment analysis involves comparing theestimated fair value of a reporting unit with its carrying value, including the goodwill assigned to that reporting unit. . As disclosed by management, the fair value of areporting unit is estimated using both income-based and market-based valuation methods. Fair value of a reporting unit using the income-based method is based onmanagement’s estimate of forecasted future cash flows, which included significant assumptions related to revenue growth rates, the terminal growth rate, tax rates and thediscount rate. Fair value of a reporting unit using the market-based methods includes analyzing actual transaction prices and revenue/earnings before interest, taxes,depreciation and amortization (“EBITDA”) data from target companies deemed similar to the reporting unit, as well as evaluating market multiples of revenues and EBITDAfor a group of comparable public companies.

The principal considerations for our determination that performing procedures relating to the goodwill impairment analysis for the Timberland reporting unit is a critical auditmatter are (i) there was significant judgment by management when developing the fair value measurement of the reporting unit, (ii) a high degree of auditor judgment,subjectivity, and effort was involved in performing procedures and evaluating management’s future cash flow projections and assumptions, including revenue growth rates,the terminal growth rate, the discount rate, and market multiples of revenues and EBITDA for a group of target and comparable public companies, and (iii) the audit effortinvolved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financialstatements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment analysis, including controls over the valuation ofthe Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimate of the Timberlandreporting unit, evaluating the appropriateness of the income-based and market-based valuation methods, testing the completeness, accuracy and relevance of underlyingdata used in the methods, and evaluating the significant assumptions used by management, including revenue growth rates, the terminal growth rate, the discount rate, andmarket multiples of revenues and EBITDA for a group of target and comparable public companies. Evaluating management’s assumptions related to revenue growth rates,the terminal growth rate, the discount rate, and market multiples of revenues and EBITDA for a group of target and comparable public companies involved assessingwhether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with externalmarket and industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill andknowledge were used to assist in the evaluation of the Company’s income-based and market-based valuation methods and certain assumptions, including the discount rateand applicable market multiples of revenues and EBITDA for a group of target and comparable public companies.

Tax-Free Determination of the Divestiture of the Jeans Business

As described in Note 4 to the consolidated financial statements, on May 22, 2019, the Company completed the spin-off of its Jeans business, which included theWrangler®, Lee® and Rock & Republic® brands, as well as the VF Outlet™ business, into an independent, publicly traded company. The spin-off was effected through astock distribution to VF shareholders. As disclosed by management, the divestiture of the Jeans business was determined to qualify for tax-free treatment under certainsections of the Internal Revenue Code. The determination of the transaction as tax-free requires management to make significant judgments about the interpretation of taxlaws and regulations. This determination is the subject of periodic U.S. and international tax audits. Unfavorable audit findings and tax rulings may have a material adverseeffect on the Company’s financial condition, results of operations or cash flows.

The principal considerations for our determination that performing procedures relating to the tax-free determination of the divestiture of the Jeans business is a critical auditmatter are (i) there was significant judgment by management with regards to interpretation of the facts and the application of tax laws and regulations in order to concludethat the divestiture would qualify as a tax-free transaction, (ii) a high degree of auditor judgment, subjectivity, and effort was involved in performing procedures andevaluating the facts and assumptions made by management in connection with the tax-free determination, and (iii) the audit effort involved the use of professionals withspecialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financialstatements. These procedures included testing the effectiveness of controls relating to the divestiture of the


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Jeans business, including controls over the key assumptions relating to the determination of the tax-free treatment of the transaction. These procedures also included,among others, evaluating the information, including opinions of third-party tax advisors, tax laws and regulations and other relevant documents, used by management tosupport the Company’s position that the transaction qualified for tax-free treatment and evaluating the reasonableness of management’s assumptions and interpretation ofthe tax laws and regulations by comparing to the determinations reached for similar transactions by comparable companies. Professionals with specialized skill andknowledge were used to assist in the evaluation of the transaction, related assumptions and certain representations made by management, as well as management’sapplication of the relevant tax laws and regulations. /s/ PricewaterhouseCoopers LLPGreensboro, North CarolinaMay 27, 2020

We have served as the Company’s auditor since 1995.


Table of ContentsVF CORPORATION

Consolidated Balance Sheets

(In thousands, except share amounts) March 2020 March 2019ASSETS Current assets

Cash and equivalents $ 1,369,028 $ 402,226Accounts receivable, less allowance for doubtful accounts of: March 2020 - $37,099; March 2019 -

$19,009 1,308,051 1,372,625Inventories 1,293,912 1,173,102Other current assets 444,886 425,612Current assets of discontinued operations 611,139 1,299,892

Total current assets 5,027,016 4,673,457Property, plant and equipment, net 954,406 876,093Intangible assets, net 1,854,545 1,907,457Goodwill 1,156,019 1,491,684Operating lease right-of-use assets 1,273,514 —Other assets 867,751 768,482Other assets of discontinued operations — 639,612

TOTAL ASSETS $ 11,133,251 $ 10,356,785LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities

Short-term borrowings $ 1,228,812 $ 659,060Current portion of long-term debt 1,018 5,263Accounts payable 407,021 489,600Accrued liabilities 1,260,252 1,125,242Current liabilities of discontinued operations 126,781 382,439

Total current liabilities 3,023,884 2,661,604Long-term debt 2,608,269 2,115,884Operating lease liabilities 1,020,651 —Other liabilities 1,123,113 1,234,881Other liabilities of discontinued operations — 45,900Commitments and contingencies

Total liabilities 7,775,917 6,058,269Stockholders' equity

Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at March 2020 orMarch 2019 — —

Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at March2020 - 388,812,158; March 2019 - 396,824,662 97,203 99,206

Additional paid-in capital 4,183,780 3,921,784Accumulated other comprehensive income (loss) (930,958 ) (902,075 )Retained earnings 7,309 1,179,601

Total stockholders’ equity 3,357,334 4,298,516TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,133,251 $ 10,356,785

See notes to consolidated financial statements.



Consolidated Statements of Income

Year Ended March


(Transition Period) Year EndedDecember

(In thousands, except per share amounts) 2020 2019 2018 2017Net revenues $ 10,488,556 $ 10,266,887 $ 2,181,546 $ 8,394,684Costs and operating expenses

Cost of goods sold 4,690,520 4,656,326 1,008,641 3,849,248Selling, general and administrative expenses 4,547,008 4,420,379 1,025,353 3,662,062Impairment of goodwill 323,223 — — —

Total costs and operating expenses 9,560,751 9,076,705 2,033,994 7,511,310Operating income 927,805 1,190,182 147,552 883,374Interest income 19,867 15,008 1,533 13,002Interest expense (92,042 ) (107,738 ) (24,115 ) (101,974 )Loss on debt extinguishment (59,772 ) — — —Other income (expense), net (68,650 ) (59,139 ) 6,346 (6,523 )Income from continuing operations before income taxes 727,208 1,038,313 131,316 787,879Income taxes 98,062 167,887 2,341 519,809Income from continuing operations 629,146 870,426 128,975 268,070Income from discontinued operations, net of tax 50,303 389,366 123,818 346,853Net income $ 679,449 $ 1,259,792 $ 252,793 $ 614,923Earnings per common share - basic

Continuing operations $ 1.59 $ 2.20 $ 0.33 $ 0.67Discontinued operations 0.13 0.99 0.31 0.87

Total earnings per common share - basic $ 1.72 $ 3.19 $ 0.64 $ 1.54Earnings per common share - diluted

Continuing operations $ 1.57 $ 2.17 $ 0.32 $ 0.66Discontinued operations 0.13 0.97 0.31 0.86

Total earnings per common share - diluted $ 1.70 $ 3.15 $ 0.63 $ 1.52Weighted average shares outstanding

Basic 395,411 395,189 395,253 399,223Diluted 399,936 400,496 401,276 403,559




Consolidated Statements of Comprehensive Income

Year Ended March



(In thousands) 2020 2019 2018 2017Net income $ 679,449 $ 1,259,792 $ 252,793 $ 614,923Other comprehensive income (loss)

Foreign currency translation and other Gains (losses) arising during the period (137,210 ) (225,295 ) 62,978 202,428Reclassification of foreign currency translation losses 48,261 — — —

Income tax effect 2,913 (23,515 ) 6,354 45,950Defined benefit pension plans

Current period actuarial gains (losses), including planamendments and curtailments (2,836 ) 15,198 (6,405 ) (19,801 )

Amortization of net deferred actuarial losses 14,848 28,474 8,548 41,440Amortization of deferred prior service costs 1,887 494 647 2,646Reclassification of net actuarial loss from settlement charge 27,443 8,856 — —Reclassification of deferred prior service cost due to curtailments — 9,530 — 1,671

Income tax effect (11,022 ) (16,118 ) (459 ) (15,208 )Derivative financial instruments

Gains (losses) arising during period 100,336 156,513 (25,530 ) (138,716 )Income tax effect (23,539 ) (19,295 ) 4,452 15,636

Reclassification to net income for (gains) losses realized (78,511 ) 28,341 13,960 (24,067 )Income tax effect 15,115 (1,228 ) (2,435 ) 3,344

Other comprehensive income (loss) (42,315 ) (38,045 ) 62,110 115,323Comprehensive income $ 637,134 $ 1,221,747 $ 314,903 $ 730,246




Consolidated Statements of Cash Flows

Year Ended March



(In thousands) 2020 2019 2018 2017OPERATING ACTIVITIES

Net income $ 679,449 $ 1,259,792 $ 252,793 $ 614,923Income from discontinued operations, net of tax 50,303 389,366 123,818 346,853Income from continuing operations, net of tax 629,146 870,426 128,975 268,070Adjustments to reconcile net income to cash provided (used) by operating

activities: Impairment of goodwill 323,223 — — —Depreciation and amortization 267,619 255,729 59,594 238,320Reduction in the carrying amount of right-of-use assets 392,707 — — —Stock-based compensation 68,205 84,285 19,822 63,888Provision for doubtful accounts 32,927 16,280 2,264 16,798Pension expense in excess of (less than) contributions (2,787) (1,850) 1,413 25,022Deferred income taxes (74,499) (47,983) 3,935 (80,644)Loss on extinguishment of debt 59,772 — — —Loss on sale of businesses, net of tax — 33,648 — —Other, net 89,603 (39,322) (205) (11,454)Changes in operating assets and liabilities:

Accounts receivable (5,947) (310,898) 33,340 (39,242)Inventories (140,744) (58,700) (83,529) 38,633Accounts payable (73,674) 68,082 (140,562) 41,876Income taxes (61,737) (28,371) (65,328) 460,558Accrued liabilities (327,512) 406,599 (143,810) 16,057Operating lease right-of-use assets and liabilities (388,244) — — —Other assets and liabilities 12,388 (7,880) (69,311) (20,010)

Cash provided (used) by operating activities - continuing operations 800,446 1,240,045 (253,402) 1,017,872Cash provided by operating activities - discontinued operations 74,081 424,178 10,179 456,788

Cash provided (used) by operating activities 874,527 1,664,223 (243,223) 1,474,660INVESTING ACTIVITIES

Business acquisitions, net of cash received — (320,405) — (740,541)Proceeds from sale of businesses, net of cash sold — 430,286 — 214,968Capital expenditures (288,189) (215,776) (45,501) (140,185)Software purchases (45,647) (53,226) (18,663) (63,633)Other, net 48,529 (18,245) 17,916 (7,451)

Cash used by investing activities - continuing operations (285,307) (177,366) (46,248) (736,842)Cash used by investing activities - discontinued operations (16,740) (43,266) (9,742) (39,409)

Cash used by investing activities (302,047) (220,632) (55,990) (776,251)FINANCING ACTIVITIES

Net increase (decrease) in short-term borrowings 576,560 (864,177) 795,908 686,453Payments on long-term debt (649,054) (6,264) (1,484) (254,314)Payment of debt issuance costs (7,274) (2,123) — —Proceeds from long-term debt 1,076,632 — — —Share repurchases (1,000,007) (150,676) (250,282) (1,200,356)Cash dividends paid (748,663) (767,061) (181,373) (684,679)Cash received from Kontoor Brands, net of cash transferred of $126.8 million 906,148 — — —Proceeds from issuance of Common Stock, net of shares withheld for taxes 155,390 199,296 44,017 89,893

Cash provided (used) by financing activities $ 309,732 $ (1,591,005) $ 406,786 $ (1,363,003)

Continued on next page.See notes to consolidated financial statements.



Consolidated Statements of Cash Flows

Year Ended March



(In thousands) 2020 2019 2018 2017Effect of foreign currency rate changes on cash, cash equivalents and restricted

cash $ (27,476) $ 14,811 $ 12,220 $ 2,965Net change in cash, cash equivalents and restricted cash 854,736 (132,603) 119,793 (661,629)Cash, cash equivalents and restricted cash — beginning of period 556,587 689,190 569,397 1,231,026Cash, cash equivalents and restricted cash — end of period $ 1,411,323 $ 556,587 $ 689,190 $ 569,397 Balances per Consolidated Balance Sheets: Cash and cash equivalents $ 1,369,028 $ 402,226 $ 523,308 $ 434,152Other current assets 2,048 3,645 3,804 2,452Current and other assets of discontinued operations 39,752 140,802 159,810 131,949Other assets 495 9,914 2,268 844Total cash, cash equivalents and restricted cash $ 1,411,323 $ 556,587 $ 689,190 $ 569,397




Consolidated Statements of Stockholders' Equity

Common Stock Additional Paid-

in Capital

Accumulated OtherComprehensiveIncome (Loss)

RetainedEarnings Total (In thousands, except share amounts) Shares Amounts

Balance, December 2016 414,012,954 $ 103,503 $ 3,333,423 $ (1,041,463) $ 2,545,458 $ 4,940,921 Adoption of new accounting standard, ASU

2016-16 — — — — (237,764) (237,764) Net income — — — — 614,923 614,923 Dividends on Common Stock ($1.72 per share) — — — — (684,679) (684,679) Share repurchases (22,213,162) (5,553) — — (1,194,803) (1,200,356) Stock-based compensation, net 4,021,989 1,005 189,917 — (19,390) 171,532 Foreign currency translation and other — — — 248,378 — 248,378 Defined benefit pension plans — — — 10,748 — 10,748 Derivative financial instruments — — — (143,803 ) — (143,803)

Balance, December 2017 395,821,781 98,955 3,523,340 (926,140 ) 1,023,745 3,719,900 Beginning balance adjustment — — — — 15,492 15,492 Net income — — — — 252,793 252,793 Dividends on Common Stock ($0.46 per share) — — — — (181,373) (181,373) Share repurchases (3,361,101) (840) — — (249,442) (250,282) Stock-based compensation, net 1,852,390 463 84,084 — (15,091) 69,456 Foreign currency translation and other — — — 69,332 — 69,332 Defined benefit pension plans — — — 2,331 — 2,331 Derivative financial instruments — — — (9,553 ) — (9,553)

Balance, March 2018 394,313,070 98,578 3,607,424 (864,030 ) 846,124 3,688,096 Adoption of new accounting standard, ASU

2014-09 — — — — 1,956 1,956 Net income — — — — 1,259,792 1,259,792 Dividends on Common Stock ($1.94 per share) — — — — (767,061) (767,061) Share repurchases (1,868,934) (467) — — (150,209) (150,676) Stock-based compensation, net 4,380,526 1,095 314,360 — (11,001) 304,454 Foreign currency translation and other — — — (248,810 ) — (248,810) Defined benefit pension plans — — — 46,434 — 46,434 Derivative financial instruments — — — 164,331 — 164,331

Balance, March 2019 396,824,662 99,206 3,921,784 (902,075 ) 1,179,601 4,298,516 Adoption of new accounting standard, ASU

2016-02 — — — — (2,491) (2,491) Adoption of new accounting standard, ASU

2018-02 — — — (61,861 ) 61,861 — Net income — — — — 679,449 679,449 Dividends on Common Stock ($1.90 per share) — — — — (748,663) (748,663) Share repurchases (11,999,984) (3,000) — — (997,007) (1,000,007) Stock-based compensation, net 3,987,480 997 261,996 — (35,233) 227,760 Foreign currency translation and other — — — (86,036 ) — (86,036) Defined benefit pension plans — — — 30,320 — 30,320 Derivative financial instruments — — — 13,401 — 13,401 Spin-off of Jeans Business — — — 75,293 (130,208) (54,915)

Balance, March 2020 388,812,158 $ 97,203 $ 4,183,780 $ (930,958) $ 7,309 $ 3,357,334




Notes to Consolidated Financial StatementsMarch 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE NUMBER NOTE 1 Summary of Significant Accounting Policies F-13NOTE 2 Revenues F-19NOTE 3 Acquisitions F-21NOTE 4 Discontinued Operations and Other Divestitures F-22NOTE 5 Accounts Receivable F-25NOTE 6 Inventories F-26NOTE 7 Property, Plant and Equipment F-26NOTE 8 Intangible Assets F-26NOTE 9 Goodwill F-27NOTE 10 Leases F-27NOTE 11 Other Assets F-30NOTE 12 Short-term Borrowings F-30NOTE 13 Accrued Liabilities F-31NOTE 14 Long-term Debt F-31NOTE 15 Other Liabilities F-33NOTE 16 Retirement and Savings Benefit Plans F-34NOTE 17 Capital and Accumulated Other Comprehensive Income (Loss) F-38NOTE 18 Stock-based Compensation F-41NOTE 19 Income Taxes F-44NOTE 20 Reportable Segment Information F-48NOTE 21 Commitments and Contingencies F-51NOTE 22 Earnings Per Share F-51NOTE 23 Fair Value Measurements F-52NOTE 24 Derivative Financial Instruments and Hedging Activities F-54NOTE 25 Supplemental Cash Flow Information F-56NOTE 26 Restructuring F-56NOTE 27 Subsequent Events F-57

NOTE 28 Quarterly Results of Operations (Unaudited) F-58




NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESDescription of BusinessVF Corporation (together with its subsidiaries, collectively known as “VF” or the"Company”) is a global apparel, footwear and accessories company based in theUnited States. VF designs, procures, produces, markets and distributes a varietyof branded products, including outerwear, footwear, apparel, backpacks, luggageand accessories for consumers of all ages. Products are marketed primarily underVF-owned brand names.

Basis of PresentationThe consolidated financial statements and related disclosures are presented inaccordance with generally accepted accounting principles in the U.S (“GAAP”).The consolidated financial statements include the accounts of VF and its controlledsubsidiaries, after elimination of intercompany transactions and balances.

On January 21, 2020, VF announced its decision to explore the divestiture of itsOccupational Workwear business. The Occupational Workwear business iscomprised primarily of the following brands and businesses: Red Kap®, VFSolutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® andHorace Small®. The business also includes certain Dickies® occupationalworkwear products that have historically been sold through the business-to-business channel. During the three months ended March 2020, the Companydetermined that the Occupational Workwear business met the held-for-sale anddiscontinued operations accounting criteria and expects to divest this business inthe next twelve months. Accordingly, the Company has reported the results of theOccupational Workwear business and the related cash flows as discontinuedoperations in the Consolidated Statements of Income and ConsolidatedStatements of Cash Flows, respectively. The related held-for-sale assets andliabilities have been reported as assets and liabilities of discontinued operations inthe Consolidated Balance Sheets. These changes have been applied to all periodspresented.

On May 22, 2019, VF completed the spin-off of its Jeans business, which includedthe Wrangler®, Lee® and Rock & Republic® brands, as well as the VF OutletTMbusiness, into an independent, publicly traded company. As a result, VF reportedthe operating results for the Jeans business and the related cash flows asdiscontinued operations in the Consolidated Statements of Income andConsolidated Statements of Cash Flows, respectively. In addition, the relatedassets and liabilities have been reported as assets and liabilities of discontinuedoperations in the Consolidated Balance Sheets, through the date the spin-off wascompleted. These changes have been applied to all periods presented.

The Nautica® brand business sold on April 30, 2018 and the Licensing Business(which comprised the Licensed Sports Group and JanSport® brand collegiatebusinesses) sold during the year ended December 2017 have been reported asdiscontinued operations in the Consolidated Statements of Income andConsolidated Statements of Cash Flows, respectively. These changes have beenapplied to all periods presented.

Unless otherwise noted, discussion within these notes to the consolidated financialstatements relates to continuing operations. Refer to Note 4 for additionalinformation on discontinued operations.

Fiscal YearVF operates and reports using a 52/53 week fiscal year ending on the Saturdayclosest to March 31 of each year. VF previously used a 52/53 week fiscal yearending on the Saturday closest to December 31 of each year. VF's current fiscalyear ran from March 31, 2019 through March 28, 2020 ("Fiscal 2020"). Allreferences to the periods ended March 2020, March 2019 and December 2017relate to the 52-week fiscal years ended March 28, 2020, March 30, 2019 ("Fiscal2019") and December 30, 2017, respectively. All references to the period endedMarch 2018 relate to the 13-week transition period ended March 31, 2018. Certainforeign subsidiaries reported using a December 31 year-end for the year endedDecember 2017 and using a March 31 year-end for Fiscal 2020 and Fiscal 2019due to local statutory requirements. The impact to VF's consolidated financialstatements is not material.

Use of EstimatesIn preparing the consolidated financial statements in accordance with GAAP,management makes estimates and assumptions that affect amounts reported inthe consolidated financial statements and accompanying notes. The duration andseverity of the novel coronavirus ("COVID-19") pandemic and its impact on VF'sbusiness is subject to uncertainty; however, the estimates and assumptions madeby management include those related to the COVID-19 impact based on availableinformation. Actual results may differ from those estimates.

Foreign Currency Translation and TransactionThe financial statements of most foreign subsidiaries are measured using theforeign currency as the functional currency. Assets and liabilities denominated in aforeign currency are translated into U.S. dollars using exchange rates in effect atthe balance sheet date, and revenues and expenses are translated at averageexchange rates during the period. Resulting translation gains and losses, andtransaction gains and losses on long-term advances to foreign subsidiaries, arereported in other comprehensive income (loss) (“OCI”).

Foreign currency transactions are denominated in a currency other than thefunctional currency of a particular entity. These transactions generally result inreceivables or payables that are fixed in the foreign currency. Transaction gains orlosses arise when exchange rate fluctuations either increase or decrease thefunctional currency cash flows from the originally recorded transaction. Asdiscussed in Note 24, VF enters into derivative contracts to manage foreigncurrency risk on certain of these transactions. Foreign currency transaction gainsand losses reported in the Consolidated Statements of Income, net of the relatedhedging losses and gains, were a gain of $2.9 million in the year ended March2020, a loss of $9.3 million in the year ended March 2019, a gain of $4.4 million inthe three months ended March 2018 and a loss of $1.6 million in the year endedDecember 2017.

Cash and EquivalentsCash and equivalents are demand deposits, receivables from third-party creditcard processors and highly liquid investments that mature within three months oftheir purchase dates. Cash equivalents totaling $1.2 billion and $256.3 million atMarch 2020




a n d 2019, respectively, consist of money market funds and short-term timedeposits.

Accounts ReceivableUpon adoption of the new revenue recognition standard at the beginning of Fiscal2019, trade accounts receivable are recorded at invoiced amounts, lesscontractual allowances for trade terms, sales incentive programs and discounts.Prior to the adoption of the new revenue recognition accounting standard, tradeaccounts receivable were recorded at invoiced amounts, less estimatedallowances for trade terms, sales incentive programs, discounts, markdowns,chargebacks and returns as discussed below in the "Revenue Recognition"section. Royalty receivables are recorded at amounts earned based on thelicensees’ sales of licensed products, subject in some cases to contractualminimum royalties due from individual licensees. VF maintains an allowance fordoubtful accounts for estimated losses that will result from the inability ofcustomers and licensees to make required payments. The allowance is determinedbased on review of specific customer accounts where collection is doubtful, as wellas an assessment of the collectability of total receivables considering the aging ofbalances, historical and anticipated trends and current economic conditions. Allaccounts are subject to ongoing review of ultimate collectability. Receivables arewritten off against the allowance when it is probable the amounts will not berecovered.

InventoriesInventories are stated at the lower of cost or net realizable value. Cost isdetermined on the first-in, first-out method and is net of discounts or rebatesreceived from vendors. Management performs an evaluation to estimate netrealizable value using a systematic and consistent methodology of forecastingfuture demand, market conditions and selling prices less costs of disposal. If theestimated net realizable value is less than cost, VF provides an allowance toreflect the lower value of that inventory. This methodology recognizes inventoryexposures at the time such losses are evident rather than at the time goods areactually sold. Historically, these estimates of future demand and selling priceshave not varied significantly from actual results due to VF’s timely identification andability to rapidly dispose of these distressed inventories.

Long-lived Assets, Including Intangible Assets and GoodwillProperty, plant and equipment, intangible assets and goodwill are initially recordedat cost. VF capitalizes improvements to property, plant and equipment thatsubstantially extend the useful life of the asset, and interest cost incurred duringconstruction of major assets. Repair and maintenance costs are expensed asincurred.

Cost for acquired intangible assets represents the fair value at acquisition date,which is generally based on the present value of expected cash flows. Trademarkintangible assets represent individual acquired trademarks, some of which areregistered in multiple countries. Customer relationship intangible assets are basedon the value of relationships with wholesale customers in place at the time ofacquisition.

Goodwill represents the excess of cost of an acquired business over the fair valueof net tangible assets and identifiable intangible assets acquired. Goodwill isassigned at the reporting unit level.

Depreciation of property, plant and equipment is computed using the straight-linemethod over the estimated useful lives of the assets, ranging from 3 to 10 years formachinery and equipment and up to 40 years for buildings. Amortization expensefor leasehold improvements and assets under finance leases is recognized overthe shorter of their estimated useful lives or the lease terms, and is included indepreciation expense.

Intangible assets determined to have indefinite lives, consisting of majortrademarks and trade names, are not amortized. Other intangible assetsdetermined to have a finite life primarily consist of customer relationships, whichare amortized over their estimated useful lives ranging from 10 to 24 years usingan accelerated method consistent with the timing of benefits expected to bereceived.

Depreciation and amortization expense related to producing or otherwise obtainingfinished goods inventories is included in cost of goods sold, and other depreciationand amortization expense is included in selling, general and administrativeexpenses.

VF’s policy is to review property, plant and equipment and amortizable intangibleassets for possible impairment whenever events or changes in circumstancesindicate that the carrying amount of an asset or asset group may not berecoverable. If forecasted pre-tax undiscounted cash flows to be generated by theasset are not expected to recover the asset’s carrying value, an impairment chargeis recorded for the excess of the asset’s carrying value over its estimated fairvalue.

VF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possibleimpairment as of the beginning of the fourth quarter of each fiscal year, orwhenever events or changes in circumstances indicate that the fair value of suchassets may be below their carrying amount. VF may first assess qualitative factorsas a basis for determining whether it is necessary to perform quantitativeimpairment testing. If VF determines that it is not more likely than not that the fairvalue of an asset or reporting unit is less than its carrying value, then no furthertesting is required. Otherwise, the assets must be quantitatively tested forimpairment.

An indefinite-lived intangible asset is quantitatively evaluated for possibleimpairment by comparing the estimated fair value of the asset with its carryingvalue. An impairment charge is recorded if the carrying value of the asset exceedsits estimated fair value.

Goodwill is quantitatively evaluated for possible impairment by comparing theestimated fair value of a reporting unit with its carrying value, including the goodwillassigned to that reporting unit. An impairment charge is recorded if the carryingvalue of the reporting unit exceeds its estimated fair value.




LeasesVF determines if an arrangement is or contains a lease at contract inception anddetermines its classification as an operating or finance lease at leasecommencement. The Company leases certain retail locations, office space,distribution facilities, machinery and equipment, and vehicles. While the substantialmajority of these leases are operating leases, one of VF's distribution centers is afinance lease.

Leases for real estate typically have initial terms ranging from 3 to 15 years,generally with renewal options. Leases for equipment typically have initial termsranging from 2 to 5 years and vehicle leases typically have initial terms rangingfrom 1 to 8 years. In determining the lease term used in the lease right-of-useasset and lease liability calculations, the Company considers various factors suchas market conditions and the terms of any renewal or termination options that mayexist. When deemed reasonably certain, the renewal and termination options areincluded in the determination of the lease term and calculation of the lease right-of-use assets and lease liabilities.

Most leases have fixed rental payments. Many of the real estate leases alsorequire additional variable payments for occupancy-related costs, real estate taxesand insurance, as well as other payments (i.e., contingent rent) owed when salesat individual retail store locations exceed a stated base amount. Variable leasepayments are excluded from the measurement of the lease liability and arerecognized in profit and loss in the period in which the event or conditions thattriggers those payments occur.

VF estimates the amount it expects to pay to the lessor under a residual valueguarantee and includes it in lease payments used to measure the lease liabilityonly for amounts probable of being owed by VF at the commencement date.

VF calculates lease liabilities as the present value of lease payments over thelease term at commencement date. Lease right-of-use assets are calculated basedon the initial measurement of the respective lease liabilities adjusted for any leasepayments made to the lessor at or before the commencement date, leaseincentives received and initial direct costs incurred. When readily determinable, theCompany uses the implicit rate to determine the present value of lease payments,which generally does not happen in practice. As the rate implicit in the majority ofthe Company's leases is not readily determinable, the Company uses itsincremental borrowing rate based on the information available at the leasecommencement date, including the lease term, currency, country specific riskpremium and adjustments for collateralized debt.

Operating lease expense is recorded as a single lease cost on a straight-line basisover the lease term. For finance leases, right-of-use asset amortization andinterest on lease liabilities are presented separately in the ConsolidatedStatements of Income.

The Company assesses whether a sale leaseback transaction qualifies as a salewhen the transaction occurs. For transactions qualifying as a sale, VFderecognizes the underlying asset and recognizes the entire gain or loss at thetime of the sale. The corresponding lease entered into with the buyer-lessor isaccounted for as an operating lease. During the year ended March 2020, theCompany entered into a sale leaseback transaction for certain office real estateand related assets. The transaction qualified as a sale, and thus the Companyrecognized a gain of

$11.3 million resulting from the transaction during the year ended March 2020.

As of March 2020, the Company has signed certain distribution center leases thathave not yet commenced but will create significant rights and obligations. Theleases will commence in Fiscal 2021 and have lease terms of 15 years. Otherleases signed that have not yet commenced are not individually significant. TheCompany does not have material subleases.

Derivative Financial InstrumentsDerivative financial instruments are measured at fair value in the ConsolidatedBalance Sheets. Unrealized gains and losses are recognized as assets andliabilities, respectively, and classified as current or noncurrent based on thederivatives’ maturity dates. The accounting for changes in the fair value ofderivative instruments (i.e., gains and losses) depends on the intended use of thederivative, whether the Company has elected to designate a derivative in ahedging relationship and apply hedge accounting and whether the hedgingrelationship has satisfied the criteria necessary to apply hedge accounting. Toqualify for hedge accounting treatment, all hedging relationships must be formallydocumented at the inception of the hedges and must be highly effective inoffsetting changes to future cash flows of hedged transactions. VF’s hedgingpractices are described in Note 24. VF does not use derivative instruments fortrading or speculative purposes. Hedging cash flows are classified in theConsolidated Statements of Cash Flows in the same category as the items beinghedged.

VF formally documents hedging instruments and hedging relationships at theinception of each contract. Further, at the inception of a contract and on an ongoingbasis, VF assesses whether the hedging instruments are highly effective inoffsetting the risk of the hedged transactions. When hedging instruments aredetermined to not be highly effective, hedge accounting treatment is discontinued,and any future changes in fair value of the instruments are recognized in netincome. Unrealized gains or losses related to hedging instruments remain inaccumulated OCI until the hedged forecasted transaction occurs and impactsearnings. If the hedged forecasted transaction is deemed probable of notoccurring, any unrealized gains or losses in accumulated OCI are immediatelyrecognized in net income.

VF also uses derivative contracts to manage foreign currency exchange risk oncertain assets and liabilities, and to hedge the exposure on the foreign currencydenominated purchase price of acquisitions. These contracts are not designatedas hedges, and are measured at fair value in the Consolidated Balance Sheetswith changes in fair value recognized directly in net income.

The counterparties to the derivative contracts are financial institutions having atleast A-rated investment grade credit ratings. To manage its credit risk, VFcontinually monitors the credit risks of its counterparties, limits its exposure in theaggregate and to any single counterparty, and adjusts its hedging positions asappropriate. The impact of VF’s credit risk and the credit risk of its counterparties,as well as the ability of each party to fulfill its obligations under the contracts, isconsidered in determining the fair value of the derivative contracts. Credit risk hasnot had a significant effect on the fair value of VF’s derivative contracts. VF doesnot have any credit risk-related contingent features or collateral requirements withits derivative contracts.




Revenue RecognitionUpon adoption of the new revenue recognition standard at the beginning of Fiscal2019, revenue is recognized when performance obligations under the terms of acontract with the customer are satisfied based on the transfer of control ofpromised goods or services. The transfer of control typically occurs at a point intime based on consideration of when the customer has (i) an obligation to pay for,(ii) physical possession of, (iii) legal title to, (iv) risks and rewards of ownership of,and (v) accepted the goods or services. The timing of revenue recognition withinthe wholesale channel occurs either on shipment or delivery of goods based oncontractual terms with the customer. The timing of revenue recognition in thedirect-to-consumer channel generally occurs at the point of sale within VF-operatedor concession retail stores and either on shipment or delivery of goods for e-commerce transactions based on contractual terms with the customer. For finishedproducts shipped directly to customers from our suppliers, the Company's promiseto the customer is a performance obligation to provide the specified goods, andthus the Company is the principal in the arrangement and revenue is recognizedon a gross basis at the transaction price. For sourcing arrangements, theCompany's promise to the customer is to arrange for certain goods, typicallyfinished products, to be provided and thus the Company is acting as an agent andrevenue is recognized on a net basis at the fee amount earned.

The duration of contractual arrangements with our customers in the wholesale anddirect-to-consumer channels is typically less than one year. Payment terms withwholesale customers are generally between 30 and 60 days while direct-to-consumer arrangements have shorter terms. The Company does not adjust thepromised amount of consideration for the effects of a significant financingcomponent as it is expected, at contract inception, that the period between thetransfer of the promised good or service to the customer and the customerpayment for the good or service will be one year or less.

The amount of revenue recognized in both wholesale and direct-to-consumerchannels reflects the expected consideration to be received for providing thegoods or services to the customer, which includes estimates for variableconsideration. Variable consideration includes allowances for trade terms, salesincentive programs, discounts, markdowns, chargebacks and product returns.Estimates of variable consideration are determined at contract inception andreassessed at each reporting date, at a minimum, to reflect any changes in factsand circumstances. The Company utilizes the expected value method indetermining its estimates of variable consideration, based on evaluations ofspecific product and customer circumstances, historical and anticipated trends, andcurrent economic conditions. Allowances for estimates of sales incentiveprograms, discounts, markdowns, chargebacks and returns are recorded asaccrued liabilities in the Consolidated Balance Sheets.

Certain products sold by the Company include an assurance warranty. Productwarranty costs are estimated based on historical and anticipated trends, and arerecorded as cost of goods sold at the time revenue is recognized.

Revenue from the sale of gift cards is deferred and recorded as a contract liabilityuntil the gift card is redeemed by the customer, factoring in breakage asappropriate.

Various VF brands maintain customer loyalty programs where customers earnrewards from qualifying purchases or activities, which are redeemable fordiscounts on future purchases or other rewards. For its customer loyalty programs,the Company estimates the standalone selling price of the loyalty rewards andallocates a portion of the consideration for the sale of products to the loyalty pointsearned. The deferred amount is recorded as a contract liability, and is recognizedas revenue when the points are redeemed or when the likelihood of redemption isremote.

The Company has elected to treat all shipping and handling activities as fulfillmentcosts and recognize the costs as selling, general and administrative expenses atthe time the related revenue is recognized. Shipping and handling costs billed tocustomers are included in net revenues. Sales taxes and value added taxescollected from customers and remitted directly to governmental authorities areexcluded from the transaction price.

The Company has licensing agreements for its symbolic intellectual property, mostof which include minimum guaranteed royalties. Royalty income is recognized asearned over the respective license term based on the greater of minimumguarantees or the licensees' sales of licensed products at rates specified in thelicensing contracts. Royalty income related to the minimum guarantees isrecognized using a measure of progress with variable amounts recognized onlywhen the cumulative earned royalty exceeds the minimum guarantees.

The Company has applied the practical expedient to recognize incremental costsof obtaining a contract as an expense when incurred if the amortization period ofthe asset that otherwise would have been recognized is one year or less.

For periods prior to the adoption of the new revenue recognition standard, revenuewas recognized when (i) there was a contract or other arrangement of sale, (ii) thesales price was fixed or determinable, (iii) title and the risks of ownership had beentransferred to the customer, and (iv) collection of the receivable was reasonablyassured. Sales to wholesale customers were recognized when title and the risksand rewards of ownership had passed to the customer, based on the terms of sale.E-commerce sales were generally recognized when the product had been receivedby the customer. Sales at Company-operated and concession retail stores wererecognized at the time products were purchased by consumers.

Revenue from the sale of gift cards was deferred until the gift card was redeemedby the customer or the Company determined that the likelihood of redemption wasremote and that it did not have a legal obligation to remit the value of theunredeemed gift card to any jurisdiction under unclaimed property regulations.

Various VF brands maintained customer loyalty programs where customersearned rewards from qualifying purchases or activities. VF recognized revenuewhen (i) rewards were redeemed by the customer, (ii) points or certificates expired,or (iii) a breakage factor was applied based on historical redemption patterns.

Net revenues reflected adjustments for estimated allowances for trade terms, salesincentive programs, discounts, markdowns, chargebacks and returns. Theseallowances were estimated based on evaluations of specific product and customercircumstances, historical and anticipated trends and current economic conditions.




Shipping and handling costs billed to customers were included in net revenues.Sales taxes and value added taxes collected from customers and remitted directlyto governmental authorities were excluded from net revenues.

Royalty income was recognized as earned based on the greater of the licensees’sale of licensed products at rates specified in the licensing contracts or contractualminimum royalty levels.

Cost of Goods SoldCost of goods sold for purchased finished goods includes the purchase costs andrelated overhead. Cost of goods sold for VF-manufactured goods includes allmaterials, labor and overhead costs incurred in the production process. In bothcases, overhead includes all costs related to manufacturing or purchasing finishedgoods, including costs of planning, purchasing, quality control, depreciation,freight, duties, royalties paid to third parties and shrinkage. For product lines with awarranty, a provision for estimated future repair or replacement costs, based onhistorical and anticipated trends, is recorded when these products are sold.

Selling, General and Administrative ExpensesSelling, general and administrative expenses include costs of product development,selling, marketing and advertising, VF-operated retail stores, concession retailstores, warehousing, distribution, shipping and handling, licensing andadministration. Advertising costs are expensed as incurred and totaled $756.3million in the year ended March 2020, $700.5 million in the year ended March2019, $152.8 million in the three months ended March 2018 and $571.2 million inthe year ended December 2017. Advertising costs include cooperative advertisingpayments made to VF’s customers as reimbursement for certain costs ofadvertising VF’s products, which totaled $20.2 million in the year ended March2020, $22.6 million in the year ended March 2019, $5.8 million in the three monthsended March 2018 and $35.2 million in the year ended December 2017. Shippingand handling costs for delivery of products to customers totaled $409.4 million inthe year ended March 2020, $379.4 million in the year ended March 2019, $72.6million in the three months ended March 2018 and $256.0 million in the yearended December 2017. Expenses related to royalty income, including amortizationof licensed intangible assets, were $2.1 million in the year ended March 2020, $2.8million in the year ended March 2019, $0.5 million in the three months endedMarch 2018 and $2.3 million in the year ended December 2017.

Self-insuranceVF is self-insured for a significant portion of its employee medical, workers’compensation, vehicle, property and general liability exposures. Liabilities for self-insured exposures are accrued at the present value of amounts expected to bepaid based on historical claims experience and actuarial data for forecastedsettlements of claims filed and for incurred but not yet reported claims. Accruals forself-insured exposures are included in current and noncurrent liabilities based onthe expected periods of payment. Excess liability insurance has been purchased tolimit the amount of self-insured risk on claims.

Income TaxesIncome taxes are provided on pre-tax income for financial reporting purposes.Income taxes are based on amounts of taxes payable or refundable in the currentyear and on expected future tax consequences of events that are recognized in theconsolidated financial statements in different periods than they are recognized intax returns. As a result of timing of recognition and measurement differencesbetween financial accounting standards and income tax laws, temporarydifferences arise between amounts of pretax financial statement income andtaxable income, and between reported amounts of assets and liabilities in theConsolidated Balance Sheets and their respective tax bases. Deferred income taxassets and liabilities reported in the Consolidated Balance Sheets reflect theestimated future tax impact of these temporary differences and net operating lossand net capital loss carryforwards, based on tax rates currently enacted for theyears in which the differences are expected to be settled or realized. Realization ofdeferred tax assets is dependent on future taxable income in specific jurisdictions.Valuation allowances are used to reduce deferred tax assets to amountsconsidered more likely than not to be realized. Accrued income taxes in theConsolidated Balance Sheets include unrecognized income tax benefits, alongwith related interest and penalties, appropriately classified as current ornoncurrent. All deferred tax assets and liabilities are classified as noncurrent in theConsolidated Balance Sheets. The provision for income taxes also includesestimated interest and penalties related to uncertain tax positions.

Earnings Per ShareBasic earnings per share is computed by dividing net income by the weightedaverage number of shares of Common Stock outstanding during the period. Dilutedearnings per share assumes conversion of potentially dilutive securities such asstock options, restricted stock and restricted stock units.

Concentration of RisksVF markets products to a broad customer base throughout the world. Products aresold at a range of price points through multiple wholesale and direct-to-consumerchannels. VF’s ten largest customers accounted for 17% of Fiscal 2020 totalrevenues. Sales to VF’s largest customer accounted for 3% of Fiscal 2020 totalrevenues. Sales are generally made on an unsecured basis under customaryterms that may vary by product, channel of distribution or geographic region. VFcontinuously monitors the creditworthiness of its customers and has establishedinternal policies regarding customer credit limits. The breadth of product offerings,combined with the large number and geographic diversity of its customers, limitsVF’s concentration of risks.

Legal and Other ContingenciesManagement periodically assesses liabilities and contingencies in connection withlegal proceedings and other claims that may arise from time to time. When it isprobable that a loss has been or will be incurred, an estimate of the loss isrecorded in the consolidated financial statements. Estimates of losses are adjustedwhen additional information becomes available or circumstances change. Acontingent liability is disclosed when there is at least a reasonable possibility that amaterial loss may have been incurred. Management believes that the outcome ofany outstanding or




pending matters, individually and in the aggregate, will not have a material adverseeffect on the consolidated financial statements.

ReclassificationsCertain prior year amounts have been reclassified to conform with the Fiscal 2020presentation.

Recently Adopted Accounting StandardsIn February 2016, the Financial Accounting Standards Board ("FASB") issuedAccounting Standards Update ("ASU") No. 2016-02, “Leases (Topic 842)”, a newaccounting standard on leasing. The FASB subsequently issued updates to thestandard to provide additional clarification on specific topics, including permittedtransition methods. Collectively, the guidance is referred to as FASB AccountingStandards Codification ("ASC") 842. This standard requires companies to recordmost leased assets and liabilities on the balance sheet, and also retains a dualmodel approach for assessing lease classification and recognizing expense. TheCompany adopted this standard on March 31, 2019, utilizing the modifiedretrospective method and recognized the cumulative effect of initially applying thenew standard in retained earnings. The effective date of the adoption was used asthe date of initial application, and thus comparative prior period financialinformation has not been restated and continues to be reported under accountingstandards in effect for those periods.

The standard provides certain optional practical expedients for transition. TheCompany elected the transition relief package of practical expedients by applyingprevious accounting conclusions under ASC Topic 840, Leases ("ASC 840"), to allleases that existed prior to the transition date. As a result, VF did not reassess (i)whether existing or expired contracts contain leases, (ii) lease classification for anyexisting or expired leases, or (iii) whether lease origination costs qualified as initialdirect costs. The Company also elected the land easement practical expedient,which allowed the Company to apply ASC 842 prospectively to land easementsafter the adoption date if they were not previously accounted for under ASC 840.Certain leases contain both lease and non-lease components. For leasesassociated with specific asset classes, including certain real estate, vehicles,manufacturing machinery and IT equipment, VF elected the practical expedientwhich permits entities to account for separate lease and non-lease components asa single component. For all other lease contracts, the Company elected to accountfor each lease component separately from the non-lease components of thecontract. When applicable, VF will measure the consideration to be paid pursuantto the agreement and allocate this consideration to the lease and non-leasecomponents based on relative standalone prices. Further, the Company made anaccounting policy election to not recognize right-of-use assets and lease liabilitiesfor leases with terms of 12 months or less.

The adoption of ASC 842 resulted in a net decrease of $2.5 million in the retainedearnings line item of the Consolidated Balance Sheet as of March 31, 2019. Theadoption of ASC 842 also resulted in the recognition of operating lease right-of-useassets and operating lease liabilities within the Consolidated Balance Sheet.Additionally, leases previously referred to as "capital leases" are now referred to as"finance leases" under ASC 842. Refer to Note 10 for additional lease disclosures.

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging(Topic 815): Targeted Improvements to Accounting for Hedging Activities" , anupdate that amends and simplifies certain aspects of hedge accounting rules tobetter portray the economic results of risk management activities in the financialstatements. The FASB subsequently issued updates to the standard to provideadditional guidance on specific topics. This guidance became effective for VF inthe first quarter of Fiscal 2020, but did not impact VF's consolidated financialstatements.

In February 2018, the FASB issued ASU No. 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220) : Reclassification of Certain TaxEffects from Accumulated Other Comprehensive Income", an update thataddresses the effect of the change in the U.S. federal corporate income tax ratedue to the enactment of the Tax Cuts and Jobs Act ("U.S. Tax Act") on items withinaccumulated other comprehensive income (loss). The guidance became effectivefor VF in the first quarter of Fiscal 2020. The Company elected to reclassify theincome tax effects of the U.S. Tax Act on items within accumulated othercomprehensive income (loss) of $61.9 million to retained earnings, which primarilyrelated to deferred taxes previously recorded for pension benefits. The adoption ofthis guidance did not have an impact on VF's consolidated results of operations orcash flows.

In June 2018, the FASB issued ASU No. 2018-07, "Compensation—StockCompensation (Topic 718): Improvements to Nonemployee Share-Based PaymentAccounting", an update that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.This guidance became effective for VF in the first quarter of Fiscal 2020, but didnot impact VF's consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-09, "Codification Improvements", anupdate that provides technical corrections, clarifications and other improvementsacross a variety of accounting topics. The transition and effective date guidance isbased on the facts and circumstances of each update; however, many of thembecame effective for VF in the first quarter of Fiscal 2020. The guidance did notimpact VF's consolidated financial statements.

In April 2020, the FASB issued a Staff Question-and-Answer ("Q&A") to clarifywhether lease concessions related to the effects of the COVID-19 pandemicrequire the application of the lease modification guidance under ASC 842. In lightof the guidance, management has elected to account for lease concessions relatedto the effects of the COVID-19 pandemic as though enforceable rights andobligations for those concessions existed (regardless of whether those enforceablerights and obligations for the concessions explicitly exist in the lease contract),provided that the concessions result in the total payments required by the modifiedcontract being substantially the same as or less than total payments required bythe original lease contract. Lease concessions meeting this criteria are reflectedwithin variable rent expense. The Company applied this guidance within its Fiscal2020 consolidated financial statements; however, it did not have a material impact.

Recently Issued Accounting StandardsIn June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—CreditLosses (Topic 326): Measurement of Credit Losses on Financial Instruments",which requires entities to use a




forward-looking approach based on expected losses to estimate credit losses oncertain types of financial instruments, including trade receivables. The FASB hassubsequently issued updates to the standard to provide additional clarification onspecific topics. This guidance will be effective for VF in the first quarter of the yearending April 3, 2021 ("Fiscal 2021"). The Company does not expect the adoption ofthis guidance to have a material impact on VF's consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement(Topic 820): Disclosure Framework—Changes to the Disclosure Requirements forFair Value Measurement", an update that modifies the disclosure requirements forfair value measurements by removing, modifying or adding certain disclosures.The guidance will be effective for VF in the first quarter of Fiscal 2021. TheCompany does not expect the adoption of this guidance to have a material impacton VF's disclosures.

In August 2018, the FASB issued ASU No. 2018-14, "Compensation— RetirementBenefits—Defined Benefit Plans—General (Subtopic 715-20): DisclosureFramework—Changes to the Disclosure Requirements for Defined Benefit Plans",an update that modifies the disclosure requirements for employers who sponsordefined benefit pension or other postretirement plans. The guidance will beeffective for VF in Fiscal 2021.The Company does not expect the adoption of thisguidance to have a material impact on VF's disclosures.

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles—Goodwill andOther—Internal-Use Software (Subtopic 350-40): Customer’s Accounting forImplementation Costs Incurred in a Cloud

Computing Arrangement That Is a Service Contract", an update that aligns therequirements for capitalizing implementation costs incurred in a hostingarrangement that is a service contract with the requirements for capitalizingimplementation costs incurred to develop or obtain internal-use software. Theguidance will be effective for VF in the first quarter of Fiscal 2021. The Companydoes not expect the adoption of this guidance to have a material impact on VF'sconsolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic740): Simplifying the Accounting for Income Taxes", an update that amends andsimplifies the accounting for income taxes by removing certain exceptions inexisting guidance and providing new guidance to reduce complexity in certainareas. The guidance will be effective for VF in the first quarter of the year endingApril 2, 2022 ("Fiscal 2022") with early adoption permitted. The Company isevaluating the impact that adopting this guidance will have on VF's consolidatedfinancial statements.

In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform(Topic 848): Facilitation of the Effects of Reference Rate Reform on FinancialReporting", an update that provides optional expedients and exceptions forapplying GAAP to contracts, hedging relationships and other transactions affectedby reference rate reform if certain criteria are met. The optional guidance isprovided to ease the potential burden of accounting for reference rate reform. Theguidance is effective and can be adopted no later than December 31, 2022. TheCompany is evaluating the impact that adopting this guidance would have on VF'sconsolidated financial statements.

NOTE 2 — REVENUESPerformance ObligationsDisclosure is required for the aggregate transaction price allocated to performanceobligations that are unsatisfied at the end of a reporting period, unless the optionalpractical expedients are applicable. VF has elected the practical expedients to notdisclose the transaction price allocated to remaining performance obligations for (i)variable consideration related to sales-based royalty arrangements, and (ii)contracts with an original expected duration of one year or less.

As of March 2020, the Company expects to recognize $70.9 million of fixedconsideration related to the future minimum guarantees in effect under its licensingagreements and expects such amounts to be recognized over time throughDecember 2029. The variable consideration related to licensing arrangements isnot disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption.

As of March 2020, there are no arrangements with transaction price allocated toremaining performance obligations other than contracts for which the Companyhas applied the practical expedients and fixed consideration related to futureminimum guarantees discussed above.

For the year ended March 2020, revenue recognized from performance obligationssatisfied, or partially satisfied, in prior periods was not material.

Contract BalancesAccounts receivable represent the Company's unconditional right to receiveconsideration from a customer and are recorded at net invoiced amounts, less anestimated allowance for doubtful accounts.

Contract assets are rights to consideration in exchange for goods or services thathave been transferred to a customer when that right is conditional on somethingother than the passage of time. Once the Company has an unconditional right toconsideration under a contract, amounts are invoiced and contract assets arereclassified to accounts receivable. The Company's primary contract assets relateto sales-based royalty arrangements, which are discussed in more detail withinNote 1.

Contract liabilities are recorded when a customer pays consideration, or theCompany has a right to an amount of consideration that is unconditional, beforethe transfer of a good or service to the customer and thus represent theCompany's obligation to transfer the good or service to the customer at a futuredate. The Company's primary contract liabilities relate to gift cards, loyaltyprograms and sales-based royalty arrangements, which are discussed in moredetail within Note 1, and order deposits.




The following table provides information about accounts receivable, contract assets and contract liabilities:

(In thousands) March 2020 March 2019Accounts receivable, net $ 1,308,051 $ 1,372,625Contract assets (a) 1,181 2,569Contract liabilities (b) 37,498 28,801(a) Included in the other current assets line item in the Consolidated Balance

Sheets.(b) Included in the accrued liabilities and other liabilities line items in the Consolidated Balance

Sheets.

For the year ended March 2020, the Company recognized $211.3 million of revenue that was included in the contract liability balance during the year, including amountsrecorded as a contract liability and subsequently recognized as revenue as performance obligations are satisfied within the same period, such as order deposits fromcustomers. The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performanceobligations and the customer's payment.

Disaggregation of RevenueThe following tables disaggregate our revenues by channel and geography, which provides a meaningful depiction of how the nature, timing and uncertainty of revenuesare affected by economic factors. The wholesale channel includes fees generated from sourcing activities as the customers and point-in-time revenue recognition aresimilar to other wholesale arrangements. We adopted the new revenue recognition standard at the beginning of Fiscal 2019 using the modified retrospective method ofadoption. As a result, revenue reported for the three months ended March 2018 and the year ended December 2017 have not been presented.

Year Ended March 2020 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 2,855,043 $ 2,479,965 $ 723,923 $ 29,976 $ 6,088,907 Direct-to-consumer 1,775,127 2,417,386 140,924 8,778 4,342,215 Royalty 13,786 22,076 21,572 — 57,434

Total $ 4,643,956 $ 4,919,427 $ 886,419 $ 38,754 $ 10,488,556

Geographic revenues United States $ 2,289,353 $ 2,626,186 $ 604,778 $ — $ 5,520,317 International 2,354,603 2,293,241 281,641 38,754 4,968,239

Total $ 4,643,956 $ 4,919,427 $ 886,419 $ 38,754 $ 10,488,556

Year Ended March 2019

(In thousands) Outdoor Active Work Other TotalChannel revenues Wholesale $ 2,865,630 $ 2,460,692 $ 739,465 $ 10,323 $ 6,076,110Direct-to-consumer 1,770,580 2,234,053 125,769 — 4,130,402Royalty 12,814 27,047 20,514 — 60,375

Total $ 4,649,024 $ 4,721,792 $ 885,748 $ 10,323 $ 10,266,887

Geographic revenues United States $ 2,246,706 $ 2,499,393 $ 589,803 $ 10,323 $ 5,346,225International 2,402,318 2,222,399 295,945 — 4,920,662

Total $ 4,649,024 $ 4,721,792 $ 885,748 $ 10,323 $ 10,266,887




NOTE 3 — ACQUISITIONSWilliamson-Dickie

On October 2, 2017, VF acquired 100% of the outstanding shares of Williamson-Dickie Mfg. Co. (“Williamson-Dickie”) for $800.7 million in cash, subject to workingcapital and other adjustments. The purchase price was primarily funded with short-term borrowings. The purchase price decreased $2.3 million during the threemonths ended March 2018, related to working capital adjustments, resulting in afinal purchase price of $798.4 million.

Williamson-Dickie was a privately held company based in Ft. Worth, Texas, andwas one of the largest companies in the workwear sector with a portfolio of brandsincluding Dickies®, Workrite®, Walls®, Terra® and Kodiak®. The acquisition ofWilliamson-Dickie brings together complementary assets and capabilities, andcreates a workwear business that serves an even broader set of consumers andindustries around the world.

For the six months ended September 2018, Williamson-Dickie contributedrevenues of $471.9 million and net income of $33.3 million, including restructuringcharges. Given the ongoing integration and change in operating nature of theacquired business, it is impracticable to determine the revenues or operatingresults contributed subsequent to September 2018. Williamson-Dickie contributedrevenues of $233.1 million and net income of $4.9 million to VF in the three monthsended March 2018, including restructuring charges. For the period from October 2,2017 through December 30, 2017, Williamson-Dickie contributed revenues of$247.2 million and net income of $9.6 million to VF, including restructuringcharges.

Total transaction expenses for the Williamson-Dickie acquisition were $15.0million, all of which were recognized in the year ended December 2017 in theselling, general and administrative expenses line item in the ConsolidatedStatement of Income.

On January 21, 2020, VF announced its decision to explore the divestiture of itsOccupational Workwear business, which includes certain brands and businessesobtained as part of the Williamson-Dickie acquisition including Workrite®, Walls®,Terra®, Kodiak® and Work Authority®. The business also includes certain Dickies®occupational workwear products that have historically been sold through thebusiness-to-business channel. During the three months ended March 2020, theCompany determined the Occupational Workwear business met the held-for-saleand discontinued operations accounting criteria and expects to divest this businessin the next twelve months. Accordingly, the Company has reported the results ofthese brands and businesses as discontinued operations in the ConsolidatedStatements of Income and presented the related held-for-sale assets and liabilitiesas assets and liabilities of discontinued operations in the Consolidated BalanceSheets. The disclosures above do not reflect the discontinued operationspresentation for the Occupational Workwear business and thus represent thehistorical amounts for the acquired Williamson-Dickie business. Refer to Note 4 foradditional information on discontinued operations.

The following unaudited pro forma summary presents historical consolidated information of VF as if the acquisition of Williamson-Dickie had occurred on January 3, 2016:

(In thousands, except per share amounts) Year Ended December

2017 (unaudited)

Total revenues $ 12,475,116Income from continuing operations 763,563Earnings per common share from continuing operations

Basic $ 1.91Diluted 1.89

These pro forma amounts have been calculated after applying VF’s accountingpolicies and adjusting the results of Williamson-Dickie to reflect the additionaldepreciation and amortization that would have been charged assuming the fairvalue adjustments to property, plant, and equipment, and intangible assets hadbeen applied from January 3, 2016, with related tax effects. The pro formaamounts do not reflect the discontinued operations presentation for theOccupational Workwear business discussed above or the Jeans business that wassubject to the spin-off completed in Fiscal 2020. Refer to Note 4 for additionalinformation on discontinued operations.

The pro forma financial information in the year ended December 2017 excludes$41.6 million of expense related to Williamson-Dickie’s executive compensationplans, which were terminated concurrent with the merger.

Pro forma financial information is not necessarily indicative of VF’s operatingresults if the acquisition had been effected at the date indicated, nor is itnecessarily indicative of future operating results. Amounts do not include anymarketing leverage, operating efficiencies or cost savings that VF believes areachievable.

Icebreaker

On April 3, 2018, VF acquired 100% of the stock of Icebreaker Holdings Limited("Icebreaker") for NZ$274.4 million ($198.5 million) in cash, subject to workingcapital and other adjustments. The purchase price was primarily funded with short-term borrowings. The purchase price decreased NZ$1.4 million ($0.9 million)during the year ended March 2019, related to working capital adjustments,resulting in a final purchase price of NZ$273.0 million ($197.6 million).




Icebreaker was a privately held company based in Auckland, New Zealand.Icebreaker®, the primary brand, specializes in high-performance apparel based onnatural fibers, including Merino wool, plant-based fibers and recycled fibers. It is anideal complement to VF's Smartwool® brand, which also features Merino wool in itsclothing and accessories. Together, the Smartwool® and Icebreaker® brandsposition VF as a global leader in the Merino wool and natural fiber categories.

For the year ended March 2019, Icebreaker contributed revenues of $174.2million, representing 1.7% of VF's total revenue for the period. Icebreakercontributed net income of $14.6 million during the year ended March 2019,representing 1.7% of VF's income from continuing operations in the period.

Total transaction expenses for the Icebreaker acquisition of $7.4 million wererecognized in the selling, general and administrative expenses line item in theConsolidated Statements of Income, of which $4.1 million, $1.4 million and $1.9million was recognized during the year ended March 2019, the three monthsended March 2018 and the year ended December 2017, respectively. In addition,the Company recognized a $9.9 million gain on derivatives used to hedge thepurchase price of Icebreaker in the other income (expense), net line item in theConsolidated Statements of Income, of which $0.3 million, $4.3 million and $5.3million was recognized during the year ended March 2019, the three monthsended March 2018 and the year ended December 2017, respectively.

Pro forma results of operations of the Company would not be materially differentas a result of the Icebreaker acquisition and therefore are not presented.

Altra

On June 1, 2018, VF acquired 100% of the stock of Icon-Altra LLC, plus certainassets in Europe ("Altra"). The purchase price was $131.7 million in cash, subjectto working capital and other adjustments, and was primarily funded with short-termborrowings. The purchase price decreased $0.1 million during the year endedMarch 2019, related to working capital adjustments, resulting in a final purchaseprice of $131.6 million.

Altra®, the primary brand, is an athletic and performance-based lifestyle footwearbrand. Altra provides VF with a unique and differentiated technical footwear brandand a capability that, when applied across VF's footwear platforms, will serve as acatalyst for growth.

Altra contributed revenues of $50.2 million and net income of $0.8 million duringthe year ended March 2019.

Total transaction expenses for the Altra acquisition were $2.3 million, all of whichwere recognized in the selling, general and administrative expenses line item inthe Consolidated Statement of Income during the year ended March 2019.

Pro forma results of operations of the Company would not be materially differentas a result of the Altra acquisition and therefore are not presented.

NOTE 4 — DISCONTINUED OPERATIONS AND OTHER DIVESTITURESThe Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return toshareholders.

Discontinued Operations

Occupational Workwear BusinessOn January 21, 2020, VF announced its decision to explore the divestiture of itsOccupational Workwear business. The Occupational Workwear business iscomprised primarily of the following brands and businesses: Red Kap®, VFSolutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® andHorace Small®. The business also includes certain Dickies® occupationalworkwear products that have historically been sold through the business-to-business channel.

During the three months ended March 2020, the Company determined theOccupational Workwear business met the held-for-sale and discontinuedoperations accounting criteria and expects to divest this business in the nexttwelve months. Accordingly, the Company has reported the results of theOccupational Workwear business and the related cash flows as discontinuedoperations in the Consolidated Statements of Income and ConsolidatedStatements of Cash Flows, respectively. The related held-for-sale assets andliabilities have been reported as assets and liabilities of discontinued operations inthe Consolidated Balance Sheets.

The results of the Occupational Workwear business were previously reported inthe Work segment. The results of the

Occupational Workwear business recorded in the income from discontinuedoperations, net of tax line item in the Consolidated Statements of Income wereincome of $91.2 million (including goodwill and intangible asset impairmentcharges of $11.1 million) , $119.0 million, $22.1 million and $84.8 million for theyears ended March 2020 and 2019, the three months ended March 2018 and theyear ended December 2017, respectively.

Management performed quantitative impairment analysis over the Kodiak andTerra reporting unit goodwill and the indefinite-lived trademark intangible assets.Based on the analysis, management recorded a goodwill impairment charge of$6.1 million and an impairment charge of $5.0 million on the indefinite-livedintangible assets.

Certain corporate overhead costs and segment costs previously allocated to theOccupational Workwear business for segment reporting purposes did not qualifyfor classification within discontinued operations and have been reallocated tocontinuing operations.




Jeans BusinessOn May 22, 2019, VF completed the spin-off its Jeans business, which includedthe Wrangler®, Lee® and Rock & Republic® brands, as well as the VF OutletTMbusiness, into an independent, publicly traded company now operating under thename Kontoor Brands, Inc. ("Kontoor Brands") and trading under the symbol "KTB"on the New York Stock Exchange. The spin-off was effected through a distributionto VF shareholders of one share of Kontoor Brands common stock for every sevenshares of VF common stock held on the record date of May 10, 2019. Accordingly,the Company has reported the results of the Jeans business and the related cashflows as discontinued operations in the Consolidated Statements of Income andConsolidated Statements of Cash Flows, respectively, and presented the relatedassets and liabilities as assets and liabilities of discontinued operations in theConsolidated Balance Sheets, through the date the spin-off was completed.

In connection with the spin-off, Kontoor Brands entered into a credit agreementwith respect to $1.55 billion in senior secured credit facilities consisting of a seniorsecured five-year $750.0 million term loan A facility, a senior secured seven-year$300.0 million term loan B facility and a five-year $500.0 million senior securedrevolving credit facility (collectively, the "Kontoor Credit Facilities"). Prior to theeffective date of the spin-off, Kontoor Brands incurred $1.05 billion of indebtednessunder the Kontoor Credit Facilities, which was primarily used to fund a transfer of$906.1 million to VF and its subsidiaries, net of $126.8 million of cash receivedfrom VF. As a result of the spin-off, VF divested net assets of $54.9 million,including the indebtedness under the Kontoor Credit Facilities. Also included in thenet assets divested was $75.3 million of net accumulated other comprehensivelosses attributable to the Jeans business, primarily related to foreign currencytranslation.

The results of the Wrangler®, Lee® and Rock & Republic® brands were previouslyreported in the Jeans segment, the results of the Wrangler® RIGGS brand werepreviously reported in the Work segment, and the results of the non-VF productssold in VF OutletTM stores were previously reported in the Other category includedin the reconciliation of segment revenues and segment profit. The results of theJeans business recorded in the income from discontinued operations, net of taxline item in the Consolidated Statements of Income were a loss of $40.9 millionand income of $269.6 million, $110.1 million and $368.4 million in the years endedMarch 2020 and 2019, the three months ended March 2018 and the year endedDecember 2017, respectively.

Certain corporate overhead costs and segment costs previously allocated to theJeans business for segment reporting purposes did not qualify for classificationwithin discontinued operations and have been reallocated to continuing operations.The results of the Jeans business reported as discontinued operations include$59.5 million of separation and related expenses during the year ended March2020.

In connection with the spin-off of the Jeans business, the Company entered intoseveral agreements with Kontoor Brands that govern the relationship of the partiesfollowing the spin-off including the Separation and Distribution Agreement, the TaxMatters Agreement, the Transition Services Agreement, the VF IntellectualProperty License Agreement and the Employee Matters Agreement. Under theterms of the Transition Services Agreement,

the Company and Kontoor Brands agreed to provide each other certain transitionalservices including information technology, information management, humanresources, employee benefits administration, supply chain, facilities, and otherlimited finance and accounting related services for periods up to 24 months.Payments and operating expense reimbursements for transition services arerecorded within the reportable segments or within the corporate and otherexpenses line item, in the reconciliation of segment profit in Note 20, based on thefunction providing the service.

Nautica® Brand Business

During the three months ended December 2017, the Company reached thestrategic decision to exit the Nautica® brand business, and determined that it metthe held-for-sale and discontinued operations accounting criteria. Accordingly, theCompany has reported the results of the Nautica® brand business and the relatedcash flows as discontinued operations in the Consolidated Statements of IncomeConsolidated Statements of Cash Flows, respectively.

On April 30, 2018, VF completed the sale of the Nautica® brand business. TheCompany received proceeds of $285.8 million, net of cash sold, resulting in a finalafter-tax loss on sale of $38.2 million, which includes a decrease of $5.4 millionand an increase of $18.1 million in the estimated loss on sale included in theincome from discontinued operations, net of tax line item in the ConsolidatedStatements of Income for the year ended March 2019 and the three months endedMarch 2018, respectively. The year ended December 2017 includes a $25.5 millionestimated loss on sale.

The results of the Nautica® brand's North America business were previouslyreported in the former Sportswear segment, and the results of the Asia businesswere previously reported in the former Outdoor & Action Sports segment. Theresults of the Nautica® brand business recorded in the income from discontinuedoperations, net of tax line item in the Consolidated Statements of Income wereincome of $0.8 million (including a $5.4 million decrease in the estimated loss onsale), a loss of $8.4 million (including an $18.1 million increase in the estimatedloss on sale) and a loss of $95.2 million (including an estimated loss on sale of$25.5 million and a goodwill impairment charge of $104.7 million) for the yearended March 2019, the three months ended March 2018 and the year endedDecember 2017, respectively.

Certain corporate overhead costs and segment costs previously allocated to theNautica® brand business for segment reporting purposes did not qualify forclassification within discontinued operations and have been reallocated tocontinuing operations. In addition, the goodwill impairment charge recorded in thethree months ended September 30, 2017 of $104.7 million related to the Nautica®reporting unit, previously excluded from the calculation of segment profit, wasreclassified to discontinued operations.

Under the terms of the transition services agreement, the Company providedcertain support services for periods up to 12 months from the closing date of thetransaction. Revenue and related expense items associated with the transitionservices were recorded in the Other category, and operating expensereimbursements were recorded within the corporate and other expenses line item,in the reconciliation of segment revenues and segment profit in Note 20.




Licensing BusinessDuring the three months ended April 1, 2017, the Company reached the strategicdecision to exit its Licensing Business, which comprised the Licensed SportsGroup (“LSG”) and the JanSport® brand collegiate businesses. Accordingly, theCompany has reported the results of the businesses and the related cash flows asdiscontinued operations in the Consolidated Statements of Income andConsolidated Statements of Cash Flows, respectively, through their respectivedates of sale.

LSG included the Majestic® brand and was previously reported within the formerImagewear segment. On April 28, 2017, VF completed the sale of the LSGbusiness. The Company received proceeds of $213.5 million, net of cash sold,resulting in a final after-tax loss on sale of $4.1 million, which is included in theincome from discontinued operations, net of tax line item in the ConsolidatedStatement of Income for the year ended December 2017.

The LSG results recorded in the income from discontinued operations, net of taxline item in the Consolidated Statement of Income were a loss of $4.6 million(including the loss on sale of $4.1 million) for the year ended December 2017.

During the three months ended December 2017, VF completed the sale of theassets associated with the JanSport® brand collegiate

business, which was previously included within the former Outdoor & Action Sportssegment. The Company received net proceeds of $1.5 million and recorded a finalafter-tax loss on sale of $0.2 million, which is included in the income fromdiscontinued operations, net of tax line item in the Consolidated Statement ofIncome for the year ended December 2017.

The JanSport® brand collegiate results recorded in the income from discontinuedoperations, net of tax line item in the Consolidated Statement of Income were aloss of $6.5 million (including the loss on sale of $0.2 million) for the year endedDecember 2017.

Certain corporate overhead and other costs previously allocated to the LicensingBusiness for segment reporting purposes did not qualify for classification withindiscontinued operations and have been reallocated to continuing operations.

Under the terms of the transition services agreement, the Company providedcertain support services for periods up to 24 months from the closing date of thetransaction. Revenue and related expense items associated with the transitionservices were recorded in the Work segment, and operating expensereimbursements were recorded within the corporate and other expenses line itemin the reconciliation of segment revenues and segment profit in Note 20.

Summarized Discontinued Operations Financial InformationThe following table summarizes the major line items included for the Occupational Workwear business, the Jeans business, the Nautica® brand business and the LicensingBusiness that are included in the income from discontinued operations, net of tax line item in the Consolidated Statements of Income:

Year Ended March



(In thousands) 2020 2019 2018 2017Net revenues $ 1,199,524 $ 3,603,686 $ 958,262 $ 4,004,876Cost of goods sold 773,418 2,185,861 546,640 2,345,075Selling, general and administrative expenses 320,462 937,351 238,342 983,043Impairment of goodwill and intangible assets 11,100 — — 104,651Interest, net 1,601 7,305 1,417 3,065Other income (expense), net (687 ) (3,600 ) (1,113 ) (4,125 )Income from discontinued operations before income taxes 95,458 484,179 173,584 571,047Gain (loss) on the sale of discontinued operations before income taxes — 4,589 (18,065 ) (34,019 )Total income from discontinued operations before income taxes 95,458 488,768 155,519 537,028Income tax expense (a) (45,155 ) (99,402 ) (31,701 ) (190,175 )Income from discontinued operations, net of tax $ 50,303 $ 389,366 $ 123,818 $ 346,853

(a) Income tax expense for the year ended March 2020 includes additional tax expense on nondeductible transaction costs and uncertain tax positions related to the Jeans business.Income tax expense for the year ended December 2017 was impacted by $8.6 million of tax expense related to GAAP and tax basis differences for the LSG business. Additionally, thegoodwill impairment charge and estimated loss on sale related to the Nautica® brand business for the year ended December 2017 were nondeductible for income tax purposes.




The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented.

(In thousands) March 2020 March 2019Cash and equivalents $ 39,752 $ 140,785Accounts receivable, net 83,650 336,171Inventories 294,000 769,928Other current assets 6,701 53,008Property, plant and equipment, net 44,863 181,175Intangible assets 54,471 116,820Goodwill 43,530 263,200Operating lease right-of-use assets 38,941 —Other assets 5,231 78,417Total assets of discontinued operations $ 611,139 $ 1,939,504

Short-term borrowings $ — $ 5,995Accounts payable 63,380 205,133Accrued liabilities 29,699 171,311Operating lease liabilities 35,867 —Other liabilities 2,270 85,033Deferred income tax liabilities (a) (4,435 ) (39,133 )Total liabilities of discontinued operations $ 126,781 $ 428,339

(a) Deferred income tax balances reflect VF's consolidated netting byjurisdiction.

Other Divestitures

Reef® Brand BusinessDuring the three months ended September 29, 2018, the Company reached thedecision to sell the Reef® brand business, which was included in the Activesegment.

VF signed a definitive agreement for the sale of the Reef® brand business onOctober 2, 2018, and completed the transaction on October 26, 2018. VF receivedcash proceeds of $139.4 million, and recorded a $14.4 million final loss on sale,which was included in the other income (expense), net line item in theConsolidated Statement of Income for the year ended March 2019.

Van Moer BusinessDuring the three months ended September 29, 2018, the Company reached thedecision to sell the Van Moer business, which was acquired in connection with theWilliamson-Dickie business and included in the Work segment.

VF completed the sale of the Van Moer business on October 5, 2018, and receivedcash proceeds of €7.0 million ($8.1 million). VF recorded a $22.4 million final losson sale, which was included in the other income (expense), net line item in theConsolidated Statement of Income for the year ended March 2019.

NOTE 5 — ACCOUNTS RECEIVABLE

(In thousands) March 2020 March 2019Trade $ 1,282,297 $ 1,287,144Royalty and other 62,853 104,490Total accounts receivable 1,345,150 1,391,634Less allowance for doubtful accounts 37,099 19,009Accounts receivable, net $ 1,308,051 $ 1,372,625




NOTE 6 — INVENTORIES

(In thousands) March 2020 March 2019Finished products $ 1,201,562 $ 1,087,635Work-in-process 67,603 59,473Raw materials 24,747 25,994Total inventories $ 1,293,912 $ 1,173,102

NOTE 7 — PROPERTY, PLANT AND EQUIPMENT

(In thousands) March 2020 March 2019Land and improvements $ 83,944 $ 84,861Buildings and improvements 858,666 890,758Machinery and equipment 981,791 858,955Property, plant and equipment, at cost 1,924,401 1,834,574Less accumulated depreciation and amortization 969,995 958,481Property, plant and equipment, net $ 954,406 $ 876,093

NOTE 8 — INTANGIBLE ASSETS

(In thousands)

WeightedAverage

AmortizationPeriod

AmortizationMethod Cost

AccumulatedAmortization

NetCarryingAmount

March 2020 Amortizable intangible assets:

Customer relationships 18 years Accelerated $ 276,485 $ 139,468 $ 137,017 License agreements 19 years Accelerated 7,467 4,919 2,548 Other 8 years Straight-line 8,019 5,110 2,909

Amortizable intangible assets, net 142,474 Indefinite-lived intangible assets:

Trademarks and trade names 1,712,071 Intangible assets, net $ 1,854,545

(In thousands)

WeightedAverage

AmortizationPeriod

AmortizationMethod Cost

AccumulatedAmortization

NetCarryingAmount

March 2019 Amortizable intangible assets:

Customer relationships 18 years Accelerated $ 283,883 $ 125,106 $ 158,777License agreements 19 years Accelerated 7,536 4,729 2,807Other 8 years Straight-line 8,112 4,136 3,976

Amortizable intangible assets, net 165,560Indefinite-lived intangible assets:

Trademarks and trade names 1,741,897Intangible assets, net $ 1,907,457

Intangible assets decreased during the year ended March 2020 due to amortization and the impact of foreign currency fluctuations.




VF did not record any impairment charges in the years ended March 2020 or 2019, the three months ended March 2018 or the year ended December 2017.

Amortization expense for the years ended March 2020 and 2019, the three months ended March 2018 and the year ended December 2017 was $18.7 million, $20.5million, $5.0 million and $14.2 million, respectively. Estimated amortization expense for the next five fiscal years is $17.3 million, $16.2 million, $15.0 million, $14.5 millionand $14.1 million, respectively.

NOTE 9 — GOODWILLChanges in goodwill are summarized by reportable segment as follows:

(In thousands) Outdoor Active Work Total Balance, March 2018 $ 844,726 $ 463,187 $ 115,500 $ 1,423,413

Fiscal 2019 acquisitions 151,662 — — 151,662 Fiscal 2019 divestitures — (48,329 ) (52 ) (48,381 ) Currency translation (12,499 ) (20,902 ) (1,609 ) (35,010 )

Balance, March 2019 983,889 393,956 113,839 1,491,684 Impairment charge (323,223 ) — — (323,223 ) Currency translation (7,233 ) (4,108 ) (1,101 ) (12,442 )

Balance, March 2020 $ 653,433 $ 389,848 $ 112,738 $ 1,156,019

In the year ended March 2020, VF recorded an impairment charge of $323.2million related to the Timberland reporting unit, which is part of the Outdoorsegment. Refer to Note 23 for additional information on fair value measurements.VF did not record any impairment charges in the year ended March 2019 based onthe results of its goodwill impairment testing.

During the year ended March 2019, the Company completed the sales of theReef® brand and Van Moer businesses, at which time

the remaining goodwill of $48.4 million related to these reporting units wasremoved from the Consolidated Balance Sheet. Accumulated impairment chargesfor the goodwill removed from the Active segment were $31.1 million for the yearended March 2019. Refer to Note 4 for additional information regarding thedivestitures.

Accumulated impairment charges for the Outdoor segment were $323.2 million asof March 2020.

NOTE 10 — LEASESThe assets and liabilities related to operating and finance leases were as follows:

(In thousands) Location in Consolidated Balance Sheet March 2020 Assets:

Operating lease assets Operating lease right-of-use assets $ 1,273,514 Finance lease assets Property, plant and equipment, net 18,260

Total lease assets $ 1,291,774

Liabilities: Current

Operating lease liabilities Accrued liabilities $ 352,578 Finance lease liabilities Current portion of long-term debt 1,018

Noncurrent Operating lease liabilities Operating lease liabilities 1,020,651 Finance lease liabilities Long-term debt 22,755

Total lease liabilities $ 1,397,002




The components of lease costs were as follows:

(In thousands) Year Ended March 2020 Operating lease cost $ 420,175 Finance lease cost – amortization of right-of-use assets 3,700 Finance lease cost – interest on lease liabilities 1,018 Short-term lease cost 3,696 Variable lease cost 109,935 Impairment 10,728 Gain recognized from sale-leaseback transactions (11,329 ) Total lease cost $ 537,923

Supplemental cash flow information related to leases was as follows:

(In thousands) Year Ended March 2020 Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows – operating leases $ 391,344 Operating cash flows – finance leases 1,018 Financing cash flows – finance leases 4,890

Right-of-use assets obtained in exchange for lease liabilities: Operating leases (a) 478,879 Finance leases —

(a) Excludes amounts recorded upon adoption of ASC842.

Lease terms and discount rates were as follows:

March 2020 Weighted average remaining lease term:

Operating leases 5.23 years Finance leases 16.51 years

Weighted average discount rate: Operating leases 2.23 % Finance leases 2.71 %




Maturities of operating and finance lease liabilities for the next five fiscal years and thereafter as of March 2020 were as follows:

(In thousands) Operating Leases Finance Leases Total 2021 $ 377,563 $ 1,663 $ 379,226 2022 319,804 1,536 321,340 2023 244,412 1,626 246,038 2024 167,055 1,550 168,605 2025 109,448 1,691 111,139 Thereafter 252,153 21,805 273,958 Total lease payments 1,470,435 29,871 1,500,306

Less: present value adjustment 97,206 6,098 103,304 Present value of lease liabilities $ 1,373,229 $ 23,773 $ 1,397,002

The Company excluded approximately $319.6 million of leases (undiscounted basis) that have not yet commenced, relating primarily to distribution centers. These leases will commencebeginning in Fiscal 2021 with lease terms of 2 to 15 years.

Future minimum lease payments under operating leases with noncancelable lease terms in excess of one year from continuing operations as of March 2019, prior to theadoption of ASC 842, were as follows:

(In thousands) Operating Leases2020 $ 317,5062022 285,2262023 210,6472024 153,1542025 99,376Thereafter 247,743Total lease payments $ 1,313,652

Rent expense recorded under ASC 840 was included in the Consolidated Statements of Income as follows:

Year Ended March


(Transition Period) Year Ended December (In thousands) 2019 2018 2017Minimum rent expense $ 349,173 $ 85,354 $ 314,862Contingent rent expense 34,209 6,678 23,954Rent expense $ 383,382 $ 92,032 $ 338,816




NOTE 11 — OTHER ASSETS

(In thousands) March 2020 March 2019Computer software, net of accumulated amortization of: March 2020 - $247,582; March 2019 - $211,815 $ 203,913 $ 220,421Investments held for deferred compensation plans (Note 16) 132,504 168,485Deferred income taxes (Note 19) 183,336 95,399Pension asset (Note 16) 166,955 117,405Deposits 47,766 45,175Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2020 - $73,732; March 2019 -

$79,892 30,308 25,709Derivative financial instruments (Note 24) 20,050 9,189Other investments 11,416 13,071Deferred line of credit issuance costs 1,669 2,121Other 69,834 71,507Other assets $ 867,751 $ 768,482

NOTE 12 — SHORT-TERM BORROWINGS

(In thousands) March 2020 March 2019Commercial paper borrowings $ 215,000 $ 650,000International borrowing arrangements 13,812 9,060Global Credit Facility 1,000,000 —Short-term borrowings $ 1,228,812 $ 659,060

VF maintains a $2.25 billion senior unsecured revolving line of credit (the “GlobalCredit Facility”) that expires December 2023. VF may request an unlimited numberof one year extensions so long as each extension does not cause the remaininglife of the Global Credit Facility to exceed five years, subject to stated terms andconditions. The Global Credit Facility may be used to borrow funds in both U.S.dollar and certain non-U.S. dollar currencies, and has a $50.0 million letter of creditsublimit. In addition, the Global Credit Facility supports VF’s U.S. commercialpaper program for short-term, seasonal working capital requirements and generalcorporate purposes, including share repurchases and acquisitions. Borrowingsunder the Global Credit Facility are priced at a credit spread of 81.0 basis pointsover the appropriate LIBOR benchmark for each currency. VF is also required topay a facility fee to the lenders, currently equal to 6.5 basis points of the committedamount of the facility. The credit spread and facility fee are subject to adjustmentbased on VF’s credit ratings.

The Global Credit Facility contains certain restrictive covenants, which includemaintenance of a consolidated indebtedness to consolidated capitalization ratio,as defined therein, equal to or below 60%. If VF fails in the performance of anycovenants, the lenders may terminate their obligation to make advances anddeclare any outstanding obligations to be immediately due and payable. As ofMarch 2020, VF was in compliance with all covenants. In April 2020, VF enteredinto an amendment to the Global Credit Facility that resulted in certain changes tothe restrictive covenants, including an increase to the consolidated indebtednessto consolidated capitalization ratio financial covenant to 70% and a revisedcalculation of consolidated indebtedness to be net of

unrestricted cash of VF and its subsidiaries. Refer to Note 27 for additionalinformation.

In March 2020, VF elected to draw down $1.0 billion from the Global Credit Facilityto strengthen the Company's cash position and support general working capitalneeds in Fiscal 2021, which was an action taken by the Company in response tothe COVID-19 pandemic. The borrowings have an interest rate of 1.81% and wererepaid in April 2020 with proceeds from the issuance of senior unsecured notes.Refer to Note 27 for additional information.

VF’s commercial paper program allows for borrowings of up to $2.25 billion to theextent it has borrowing capacity under the Global Credit Facility. Outstandingcommercial paper borrowings totaled $215.0 million and $650.0 million at March2020 and 2019, respectively. Borrowings under the commercial paper program hada weighted average interest rate of 1.4% and 2.7% at March 2020 and 2019,respectively. The Global Credit Facility also had $18.4 million and $15.3 million ofoutstanding standby letters of credit issued on behalf of VF as of March 2020 and2019, respectively, leaving $1.0 billion and $1.6 billion as of March 2020 and 2019,respectively, available for borrowing against this facility.

VF has $97.3 million of international lines of credit with various banks, which areuncommitted and may be terminated at any time by either VF or the banks. Totaloutstanding balances under these arrangements were $13.8 million and $9.1million at March 2020 and 2019, respectively. Borrowings under thesearrangements had a weighted average interest rate of 16.3% and 24.6% at March2020 and 2019, respectively.




NOTE 13 — ACCRUED LIABILITIES

(In thousands) March 2020 March 2019Current portion of operating lease liabilities (Note 10) $ 352,578 $ —Compensation 186,380 305,357Customer discounts and allowances 198,218 178,064Other taxes 100,282 135,827Income taxes 96,460 64,018Restructuring 40,497 62,859Advertising 28,412 33,815Freight, duties and postage 28,365 40,234Deferred compensation (Note 16) 8,779 5,485Interest 20,952 23,250Derivative financial instruments (Note 24) 11,378 18,590Insurance 14,668 14,893Product warranty claims (Note 15) 12,590 12,618Pension liabilities (Note 16) 10,449 10,260Other 150,244 219,972Accrued liabilities $ 1,260,252 $ 1,125,242

NOTE 14 — LONG-TERM DEBT

(In thousands) March 2020 March 20193.50% notes, due 2021 $ — $ 498,4500.625% notes, due 2023 939,664 949,0490.250% notes, due 2028 547,573 —0.625% notes, due 2032 543,198 —6.00% notes, due 2033 270,820 292,9826.45% notes, due 2037 284,259 346,534Finance leases 23,773 34,132Total long-term debt 2,609,287 2,121,147Less current portion 1,018 5,263Long-term debt, due beyond one year $ 2,608,269 $ 2,115,884

In February 2020, VF issued €500.0 million of 0.250% euro-denominated fixed-ratenotes maturing in February 2028 and €500.0 million of 0.625% euro-denominatedfixed-rate notes maturing in February 2032. The 2028 notes were issued as agreen bond, and thus an amount equal to the net proceeds will be used to financeprojects that focus on key environmental sustainability initiatives includingsustainable products and materials, sustainable operations and supply chain, andnatural carbon sinks.

In February and March 2020, VF completed cash tender offers for $23.0 millionand $63.1 million in aggregate principal amounts of its outstanding 2033 and 2037notes, respectively. The cash tender offers were subject to various conditions,which resulted in premiums of $8.6 million and $31.9 million for the 2033 and 2037notes, respectively. Additionally, in connection with the tender offers, $1.3 millionof unamortized original issue discount, debt issuance costs and tender fees wererecognized. The premiums, amortization and fees were recorded in the loss ondebt

extinguishment line item in the Consolidated Statement of Income in the yearended March 2020.

In March 2020, VF completed the full redemption of $500.0 million in aggregateprincipal amount of its outstanding 2021 notes. The redemption price was equal tothe sum of the present value of the remaining scheduled payments of principal andinterest discounted to the redemption date at 120 basis points, which resulted in amake-whole premium of $17.0 million. Additionally, in connection with theredemption, $1.0 million of unamortized original issue discount and debt issuancecosts were recognized. The make-whole premium and amortization were recordedin the loss on debt extinguishment line item in the Consolidated Statement ofIncome in the year ended March 2020. Also, in connection with the redemption,the Company recognized a deferred loss on an interest rate hedging contract of$8.5 million, which was recorded in the interest expense line item in theConsolidated Statement of Income in the year ended March 2020.




All notes, along with any amounts outstanding under the Global Credit Facility(Note 12), rank equally as senior unsecured obligations of VF. All notes containcustomary covenants and events of default, including limitations on liens and sale-leaseback transactions and a cross-acceleration event of default. The cross-acceleration provision of the 2033 notes is triggered if more than $50.0 million ofother debt is in default and has been accelerated by the lenders. For the othernotes, the cross-acceleration trigger is $100.0 million. If VF fails in theperformance of any covenant under the indentures that govern the respectivenotes, the trustee or lenders may declare the principal due and payableimmediately. As of March 2020, VF was in compliance with all covenants. None ofthe long-term debt agreements contain acceleration of maturity clauses basedsolely on changes in credit ratings. However, if there were a change in control ofVF and, as a result of the change in control, the 2023, 2028, 2032 and 2037 noteswere rated below investment grade by recognized rating agencies, then VF wouldbe obligated to repurchase those notes at 101% of the aggregate principal amountplus any accrued interest.

VF may redeem its notes, in whole or in part, at a price equal to the greater of(i) 100% of the principal amount, plus accrued interest to the redemption date, or(ii) the sum of the present value of the remaining scheduled payments of principaland interest discounted to the redemption date at an adjusted treasury rate, asdefined, plus 15 basis points for the 2023, 2028, 2032 and 2033 notes, and 25basis points for the 2037 notes, plus accrued interest to the redemption date. Inaddition, the 2023 and 2032 notes can be redeemed at 100% of the principalamount plus accrued interest to the redemption date within the three months priorto maturity, and the 2028 notes can be redeemed at 100% of the principal amountplus accrued interest to the redemption date within two months prior to maturity.

Prior to redemption, the 2021 notes had a principal balance of $500.0 million andwere recorded net of unamortized original issue discount and debt issuance costs.Interest expense on these notes was recorded at an effective annual interest rateo f 4.69%, including amortization of a deferred loss on an interest rate hedgingcontract (Note 24), original issue discount and debt issuance costs.

The 2023, 2028 and 2032 notes have a principal balance of €850.0 million, €500.0million and €500.0 million, respectively, and are recorded net of unamortizedoriginal issue discounts and debt issuance costs. Interest expense on the 2023,2028 and 2032 notes is recorded at an effective annual interest rate of 0.712%,0.388% and 0.789%, respectively, which includes amortization of original issuediscount and debt issuance costs. The Company has designated these notes as anet investment hedge of VF's investment in certain foreign operations. Refer toNote 24 for additional information.

The 2033 notes have a principal balance of $277.0 million, after the cash tender for$23.0 million noted above, and are recorded net of unamortized original issuediscount and debt issuance costs. Interest expense on these notes is recorded atan effective annual interest rate of 6.19%, including amortization of a deferred gainon an interest rate hedging contract (Note 24), original issue discount and debtissuance costs.

The 2037 notes have a principal balance of $286.9 million, after the cash tender for$63.1 million noted above, and are recorded net of unamortized original issuediscount and debt issuance costs. Interest expense on these notes is recorded atan effective annual interest rate of 6.57%.

Interest payments are due annually on the 2023, 2028 and 2032 notes andsemiannually on all other notes.

The scheduled payments of long-term debt, excluding finance leases (Note 10), at the end of Fiscal 2020 for the next five fiscal years and thereafter are summarized asfollows:

(In thousands) Notes and Other 2021 $ — 2022 — 2023 — 2024 943,330 2025 — Thereafter 1,673,726 2,617,056 Less unamortized debt discount 16,134 Less unamortized debt issuance costs 15,408 Total long-term debt 2,585,514 Less current portion — Long-term debt, due beyond one year $ 2,585,514




NOTE 15 — OTHER LIABILITIES

(In thousands) March 2020 March 2019Deferred income taxes (Note 19) $ 161,371 $ 107,997Deferred compensation (Note 16) 104,510 143,069Income taxes 578,298 613,332Pension liabilities (Note 16) 170,507 163,963Deferred rent credits — 90,672Product warranty claims 47,534 49,301Derivative financial instruments (Note 24) 3,153 3,747Other 57,740 62,800Other liabilities $ 1,123,113 $ 1,234,881

VF accrues warranty costs at the time revenue is recognized. Product warranty costs are estimated based on historical experience and specific identification of the productrequirements, which may fluctuate based on product mix. Activity relating to accrued product warranty claims is summarized as follows:

Year Ended March



(In thousands) 2020 2019 2018 2017Balance, beginning of year $ 61,919 $ 62,551 $ 62,566 $ 62,872Accrual for products sold during the year 11,283 13,082 3,828 10,584Repair or replacement costs incurred (11,079 ) (12,778 ) (4,126 ) (12,654 )Currency translation (1,999 ) (936 ) 283 1,764Balance, end of year 60,124 61,919 62,551 62,566Less current portion (Note 13) 12,590 12,618 12,862 12,833Long-term portion $ 47,534 $ 49,301 $ 49,689 $ 49,733




NOTE 16 — RETIREMENT AND SAVINGS BENEFIT PLANSVF has several retirement and savings benefit plans covering eligible employees.VF retains the right to curtail or discontinue any of the plans, subject to localregulations.

Defined Benefit Pension Plans

Defined benefit plans provide pension benefits based on participant compensationand years of service. VF sponsors a noncontributory qualified defined benefitpension plan covering most full-time U.S. employees employed before 2005 (the“U.S. qualified plan”) and an unfunded supplemental defined benefit pension planthat provides benefits in excess of limitations imposed by income tax regulations

(the “U.S. nonqualified plan”). The U.S. qualified plan is fully funded at the end ofFiscal 2020, and VF’s net underfunded status primarily relates to obligations underthe unfunded U.S. nonqualified plan. The U.S. qualified and nonqualified planscomprise 91% of VF’s total defined benefit plan assets and 88% of VF’s totalprojected benefit obligations at March 2020, and the remainder relates to non-U.S.defined benefit plans. A March 31 measurement date is used to value plan assetsand obligations for all pension plans.

The amounts reported in these disclosures have not been segregated betweencontinuing and discontinued operations.

The components of pension cost for VF’s defined benefit plans were as follows:

Year Ended March



(In thousands) 2020 2019 2018 2017Service cost — benefits earned during the period $ 14,476 $ 22,352 $ 5,912 $ 24,890Interest cost on projected benefit obligations 55,575 63,434 14,825 58,989Expected return on plan assets (91,309 ) (93,409 ) (25,314 ) (94,807 )Settlement charges 27,443 8,856 — —Curtailments — 9,530 — 1,671Transfers to Kontoor Brands 668 — — —Amortization of deferred amounts:

Net deferred actuarial losses 14,848 28,474 8,548 41,440Deferred prior service costs 1,887 494 647 2,646

Total pension expense $ 23,588 $ 39,731 $ 4,618 $ 34,829Weighted average actuarial assumptions used to determine pension

expense: Discount rate in effect for determining service cost 1.46 % 3.85 % 3.58 % 4.08 %Discount rate in effect for determining interest cost 3.20 % 3.51 % 3.13 % 3.26 %Expected long-term return on plan assets 5.40 % 5.58 % 5.72 % 5.72 %Rate of compensation increase (a) 2.74 % 3.73 % 3.73 % 3.78 %

(a) Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from thecalculation.




During the year ended March 2020, the Company offered former employees in theU.S. qualified plan a lump-sum option to receive a distribution of their deferredvested benefits. Approximately 2,400 participants accepted a distribution,representing approximately 40% of offered participants and anapproximate 10% reduction in the total number of plan participants. In December2019, the plan paid approximately $130 million in lump-sum distributions tosettle approximately $170 million of projected benefit obligations related to theseparticipants. VF recorded a $23.0 million settlement charge in the other income(expense), net line item in the Consolidated Statement of Income during the yearended March 2020 to recognize the related deferred actuarial losses inaccumulated OCI.

Additionally, VF reported $4.4 million of settlement charges in the other income(expense), net line item in the Consolidated Statements of Income for the yearended March 2020, as well as $8.9 million for the year ended March 2019. Thesettlement charges related to the recognition of deferred actuarial losses resulting

from lump-sum payments of retirement benefits in the U.S. nonqualified plan.

In Fiscal 2019, VF approved a freeze of all future benefit accruals under the U.S.qualified and U.S. nonqualified plans, effective December 31, 2018. Accordingly,the Company recognized a $9.5 million pension curtailment loss in the otherincome (expense), net line item in the Consolidated Statement of Income for theyear ended March 2019.

In the year ended December 2017, the Company recorded curtailment charges of$1.7 million which comprised (i) $1.1 million within the U.S. qualified plan related tothe sale of the Licensing Business (recorded in the income from discontinuedoperations, net of tax line item), and (ii) $0.6 million within the U.S. nonqualifiedplan related to restructuring initiatives (recorded in the other income (expense), netline item in the Consolidated Statement of Income).

The following provides a reconciliation of the changes in fair value of VF’s defined benefit plan assets and projected benefit obligations for each period, and the fundedstatus at the end of each period:

(In thousands) March 2020 March 2019Fair value of plan assets, beginning of period $ 1,751,094 $ 1,751,760

Actual return on plan assets 173,261 82,947VF contributions 26,372 41,581Participant contributions 4,298 4,136Transfer to Kontoor Brands (6,697 ) —Benefits paid (233,398 ) (118,513 )Currency translation (2,155 ) (10,817 )

Fair value of plan assets, end of period 1,712,775 1,751,094Projected benefit obligations, beginning of period 1,818,931 1,884,485

Service cost 14,476 22,352Interest cost 55,575 63,434Participant contributions 4,298 4,136Actuarial loss (gain) 84,057 10,653Benefits paid (233,398 ) (118,513 )Plan amendments 655 715Transfer to Kontoor Brands (17,279 ) —Curtailments — (33,826 )Currency translation (539 ) (14,505 )

Projected benefit obligations, end of period 1,726,776 1,818,931Funded status, end of period $ (14,001) $ (67,837)




Pension benefits are reported in the Consolidated Balance Sheets as a net asset or liability based on the overfunded or underfunded status of the defined benefit plans,assessed on a plan-by-plan basis.

(In thousands) March 2020 March 2019Amounts included in Consolidated Balance Sheets:

Other assets (Note 11) $ 166,955 $ 117,405Accrued liabilities (Note 13) (10,449 ) (10,260 )Other liabilities (Note 15) (170,507 ) (174,982 )

Funded status $ (14,001) $ (67,837)Accumulated other comprehensive loss, pretax:

Net deferred actuarial losses $ 357,989 $ 399,093Net deferred prior service credits (733 ) 563Total accumulated other comprehensive loss, pretax $ 357,256 $ 399,656

Accumulated benefit obligations $ 1,703,224 $ 1,778,910Weighted average actuarial assumptions used to determine pension obligations:

Discount rate 3.18 % 3.68 %Rate of compensation increase (a) 2.22 % 2.74 %

The amounts reported in the table above for the prior period have not been segregated between continuing and discontinued operations. The March 2019 balances include $11.0 million ofpension liabilities related to the Jeans business, which were transferred in connection with the spin-off.(a) Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the

calculation.

Accumulated benefit obligations at any measurement date are the present value ofvested and unvested pension benefits earned, without considering projected futurecompensation increases. Projected benefit obligations are the present value ofvested and unvested pension benefits earned, considering projected futurecompensation increases.

Deferred actuarial gains and losses are changes in the amount of either the benefitobligation or the value of plan assets resulting from differences between expectedamounts for a year using actuarial assumptions and the actual results for that year.These amounts are deferred as a component of accumulated OCI and amortizedto pension expense in future years. For the U.S. qualified plan, amounts in excessof 20% of projected benefit obligations at the beginning of the year are amortizedover five years; amounts between (i) 10% of the greater of projected benefitobligations or plan assets, and (ii) 20% of projected benefit obligations areamortized over the expected average life expectancy of all participants; andamounts less than the greater of 10% of projected benefit obligations or planassets are not amortized. For the U.S. nonqualified plan, amounts in excess of10% of the pension benefit obligations are amortized on a straight-line basis overthe expected average life expectancy of all participants.

Deferred prior service credits and costs related to plan amendments are alsorecorded in accumulated OCI and amortized to pension expense on a straight-linebasis over the average remaining years of service for active employees.

The estimated amounts of accumulated OCI to be amortized to pension expense inFiscal 2021 are $11.1 million of deferred actuarial losses and an insignificantamount of deferred prior service costs.

Management’s investment objectives are to invest plan assets in a diversifiedportfolio of securities to provide long-term growth,

minimize the volatility of the value of plan assets relative to plan liabilities, and toensure plan assets are sufficient to pay the benefit obligations. Investmentstrategies focus on diversification among multiple asset classes, a balance of long-term investment return at an acceptable level of risk and liquidity to meet benefitpayments. The primary objective of the investment strategies is to more closelyalign plan assets with plan liabilities by utilizing dynamic asset allocation targetsdependent upon changes in the plan’s funded ratio, capital market expectationsand risk tolerance.

Plan assets are primarily composed of common collective trust funds that invest inliquid securities diversified across equity, fixed-income, real estate and other assetclasses. Fund assets are allocated among independent investment managers whohave full discretion to manage their portion of the fund’s assets, subject to strategyand risk guidelines established with each manager. The overall strategy, theresulting allocations of plan assets and the performance of funds and individualinvestment managers are continually monitored. Derivative financial instrumentsmay be used by investment managers for hedging purposes to gain exposure toalternative asset classes through the futures markets. There are no directinvestments in VF debt or equity securities and no significant concentrations ofsecurity risk.

The expected long-term rate of return on plan assets was based on an evaluationof the weighted average expected returns for the major asset classes in which theplans have invested. Expected returns by asset class were developed throughanalysis of historical market returns, current market conditions, inflationexpectations and equity and credit risks. Inputs from various investment advisorson long-term capital market returns and other variables were also consideredwhere appropriate.




The fair value of investments held by VF’s defined benefit plans at March 2020 and March 2019, by asset class, is summarized below. Refer to Note 23 for a description ofthe three levels of the fair value measurement hierarchy.

Total PlanAssets

Fair Value Measurements (In thousands) Level 1 Level 2 Level 3 March 2020 Plan assets Cash equivalents $ 9,421 $ 9,421 $ — $ — Fixed income securities:

U.S. Treasury and government agencies 6 — 6 — Insurance contracts 76,161 — 76,161 — Commodities 3,878 3,878 — — Total plan assets in the fair value hierarchy 89,466 $ 13,299 $ 76,167 $ — Plan assets measured at net asset value Cash equivalents 54,745 Equity securities:

Domestic 70,503 International 71,365

Fixed income securities: Corporate and international bonds 1,293,768

Alternative investments 132,928 Total plan assets measured at net asset value 1,623,309 Total plan assets $ 1,712,775

Total PlanAssets

Fair Value Measurements

(In thousands) Level 1 Level 2 Level 3

March 2019 Plan assets Cash equivalents $ 3,023 $ 3,023 $ — $ —Fixed income securities:

U.S. Treasury and government agencies 7 — 7 —Insurance contracts 71,521 — 71,521 —Commodities (347 ) (347) — —Total plan assets in the fair value hierarchy 74,204 $ 2,676 $ 71,528 $ —Plan assets measured at net asset value Cash equivalents 36,349 Equity securities:

Domestic 82,659 International 97,766

Fixed income securities: Corporate and international bonds 1,309,123

Alternative investments 150,993 Total plan assets measured at net asset value 1,676,890 Total plan assets $ 1,751,094




Cash equivalents include cash held by individual investment managers of otherasset classes for liquidity purposes (Level 1), and an institutional fund that investsprimarily in short-term U.S. government securities measured at their daily netasset value. The fair values of insurance contracts are provided by the insurancecompanies and are primarily based on accumulated contributions plus returnsguaranteed by the insurers (Level 2). Commodities consist of derivative commodityfutures contracts (Level 1).

Equity and fixed-income securities generally represent institutional fundsmeasured at their daily net asset value derived from quoted prices of theunderlying investments. Alternative investments are primarily in funds of hedgefunds (“FoHFs”), which are comprised of different and independent hedge fundswith various investment strategies. The administrators of the FoHFs utilizeunobservable inputs to calculate the net asset value of the FoHFs on a monthlybasis.

VF makes contributions to its defined benefit plans sufficient to meet minimumfunding requirements under applicable laws, plus discretionary amounts asdetermined by management. VF does not currently plan to make any contributionsto the U.S. qualified plan during Fiscal 2021, and intends to make approximately$19.1 million of contributions to its other defined benefit plans during Fiscal 2021.The estimated future benefit payments for all of VF’s defined benefit plans, on acalendar year basis, are approximately $97.7 million in 2021, $98.7 million in 2022,$99.2 million in 2023, $99.6 million in 2024, $101.3 million in 2025 and $499.3million for the years 2026 through 2030.

Other Retirement and Savings PlansVF sponsors a nonqualified retirement savings plan for employees whosecontributions to a 401(k) plan would be limited by provisions of the InternalRevenue Code. This plan allows participants to defer a portion of theircompensation and to receive matching contributions for a portion of the deferredamounts. Participants earn a return on their deferred compensation based on theirselection of a hypothetical portfolio of publicly traded mutual funds and a separatelymanaged fixed-income fund. Changes in the fair value of the participants’hypothetical investments are recorded as an adjustment to deferred compensationliabilities and compensation expense. Expense under this plan was $2.7 million inthe year ended March 2020, $1.5 million in the year ended March

2019, $0.5 million in the three months ended March 2018 and $1.1 million in theyear ended December 2017. Deferred compensation, including accumulatedearnings, is distributable in cash at participant-specified dates upon retirement,death, disability or termination of employment. VF sponsors a similar nonqualifiedplan that permits nonemployee members of the Board of Directors to defer theirBoard compensation. VF also has remaining obligations under other deferredcompensation plans, primarily related to acquired companies. At March 2020, VF’sliability to participants under all deferred compensation plans was $113.3 million, ofwhich $8.8 million was recorded in accrued liabilities (Note 13) and $104.5 millionwas recorded in other liabilities (Note 15).

VF has purchased (i) publicly traded mutual funds and a separately managedfixed-income fund in the same amounts as most of the participant-directedhypothetical investments underlying the deferred compensation liabilities, and(ii) variable life insurance contracts that invest in institutional funds that aresubstantially the same as the participant-directed hypothetical investments. Theseinvestment securities and earnings thereon are intended to provide a source offunds to meet the deferred compensation obligations, and serve as an economichedge of the financial impact of changes in deferred compensation liabilities. Theyare held in an irrevocable trust but are subject to claims of creditors in the event ofVF’s insolvency. VF also has assets related to deferred compensation plans ofacquired companies, which are primarily invested in life insurance contracts. AtMarch 2020, the fair value of investments held for all deferred compensation planswas $139.3 million, of which $6.8 million was recorded in other current assets and$132.5 million was recorded in other assets (Note 11). Realized and unrealizedgains and losses on these deferred compensation assets are recorded incompensation expense in the Consolidated Statements of Income andsubstantially offset losses and gains resulting from changes in deferredcompensation liabilities to participants.

VF sponsors 401(k) plans as well as other domestic and foreign retirement andsavings plans. Expense for these plans totaled $48.7 million in the year endedMarch 2020, $33.6 million in the year ended March 2019, $12.6 million in the threemonths ended March 2018 and $28.8 million in the year ended December 2017.

NOTE 17 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Common Stock

During the years ended March 2020 and 2019, the three months ended March2018 and the year ended December 2017, the Company purchased 12.0 million,1.9 million, 3.4 million and 22.2 million shares of Common Stock, respectively, inopen market transactions for $1.0 billion, $150.0 million, $250.0 million and $1.2billion, respectively, under its share repurchase program authorized by VF’s Boardof Directors. These transactions were treated as treasury stock transactions.

Common Stock outstanding is net of shares held in treasury which are, insubstance, retired. During the years ended March 2020 and 2019, the threemonths ended March 2018 and the year ended

December 2017, VF restored 12.0 million, 2.2 million, 3.4 million and 22.3 milliontreasury shares, including shares held by the Company's deferred compensationplans, respectively, to an unissued status, after which they were no longerrecognized as shares held in treasury. There were no shares held in treasury atthe end of March 2020, March 2019, March 2018 or December 2017. The excessof the cost of treasury shares acquired over the $0.25 per share stated value ofCommon Stock is deducted from retained earnings.

As of March 2020 and March 2019, there were no shares held in the Company'sdeferred compensation plans.




Accumulated Other Comprehensive Income (Loss)

Comprehensive income consists of net income and specified components of OCI, which relates to changes in assets and liabilities that are not included in net incomeunder GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive income is presentedin the Consolidated Statements of Comprehensive Income. The deferred components of OCI are reported, net of related income taxes, in accumulated OCI in stockholders’equity, as follows:

(In thousands) March 2020 March 2019Foreign currency translation and other $ (737,709) $ (725,679)Defined benefit pension plans (262,472 ) (243,184 )Derivative financial instruments 69,223 66,788Accumulated other comprehensive income (loss) $ (930,958) $ (902,075)

The changes in accumulated OCI, net of related taxes, are as follows:

(In thousands)

Foreign CurrencyTranslation and

Other

DefinedBenefit

Pension Plans

DerivativeFinancial

Instruments Total Balance, December 2016 $ (794,579) $ (302,697) $ 55,813 $ (1,041,463) Other comprehensive income (loss) before reclassifications 248,378 (17,970) (123,080) 107,328 Amounts reclassified from accumulated other comprehensive income (loss) — 28,718 (20,723) 7,995 Net other comprehensive income (loss) 248,378 10,748 (143,803) 115,323 Balance, December 2017 (546,201) (291,949) (87,990) (926,140) Other comprehensive income (loss) before reclassifications 69,332 (4,852) (21,078) 43,402 Amounts reclassified from accumulated other comprehensive income (loss) — 7,183 11,525 18,708 Net other comprehensive income (loss) 69,332 2,331 (9,553) 62,110 Balance, March 2018 (476,869) (289,618) (97,543) (864,030) Other comprehensive income (loss) before reclassifications (248,810) 10,444 137,218 (101,148) Amounts reclassified from accumulated other comprehensive income (loss) — 35,990 27,113 63,103 Net other comprehensive income (loss) (248,810) 46,434 164,331 (38,045) Balance, March 2019 (725,679) (243,184) 66,788 (902,075) Adoption of new accounting standard, ASU 2018-02 (9,088) (50,402) (2,371) (61,861) Other comprehensive income (loss) before reclassifications (134,297) (2,757) 76,797 (60,257) Amounts reclassified from accumulated other comprehensive income (loss) 48,261 33,077 (63,396) 17,942 Spin-off of Jeans Business 83,094 794 (8,595) 75,293 Net other comprehensive income (loss) (12,030) (19,288) 2,435 (28,883) Balance, March 2020 $ (737,709) $ (262,472) $ 69,223 $ (930,958)




Reclassifications out of accumulated OCI are as follows:

(In thousands)

Affected Line Item in theConsolidated Statements of Income

Year Ended March


(Transition Period)

Year EndedDecember

Details About Accumulated OtherComprehensive Income (Loss)Components

2020 2019 2018 2017 Losses on foreign currency translation and other: Liquidation of foreign entities Other income (expense), net $ (48,261) $ — $ — $ — Total before tax (48,261) — — — Tax (expense) benefit — — — — Net of tax (48,261) — — — Amortization of defined benefit pension plans: Net deferred actuarial losses Other income (expense), net (14,848) (28,474) (8,548 ) (41,440) Deferred prior service costs Other income (expense), net (1,887) (494) (647 ) (2,646) Pension settlement charges Other income (expense), net (27,443) (8,856) — — Pension curtailment losses Other income (expense), net — (9,530) — (566) Pension curtailment loss Income from discontinued

operations, net of tax — — — (1,105) Total before tax (44,178) (47,354) (9,195 ) (45,757) Tax benefit 11,101 11,364 2,012 17,039 Net of tax (33,077) (35,990) (7,183 ) (28,718) Gains (losses) on derivative financial instruments: Foreign exchange contracts Net revenues (18,076) 1,774 4,948 33,641 Foreign exchange contracts Cost of goods sold 94,376 (20,686) (13,286 ) 610 Foreign exchange contracts Selling, general and administrative

expenses 5,084 (4,772) (1,981 ) (3,610) Foreign exchange contracts Other income (expense), net 10,304 355 (2,427 ) (1,851) Interest rate contracts Interest expense (13,177) (5,012) (1,214 ) (4,723) Total before tax 78,511 (28,341) (13,960 ) 24,067 Tax (expense) benefit (15,115) 1,228 2,435 (3,344) Net of tax 63,396 (27,113) (11,525 ) 20,723 Total reclassifications for the period, net of tax $ (17,942) $ (63,103) $ (18,708) $ (7,995)




NOTE 18 — STOCK-BASED COMPENSATIONPursuant to the amended and restated 1996 Stock Compensation Plan approvedby stockholders, VF is authorized to grant nonqualified stock options, restrictedstock units (“RSUs”) and restricted stock to officers, key employees andnonemployee members of VF’s Board of Directors. Substantially all stock-basedcompensation awards are classified as equity awards, which are accounted for instockholders’ equity in the Consolidated Balance Sheets. On a limited basis, cash-settled stock appreciation rights

are granted to employees in certain international jurisdictions. These awards areaccounted for as liabilities in the Consolidated Balance Sheets and remeasured tofair value each reporting period until the awards are settled. Compensation cost forall awards expected to vest is recognized over the shorter of the requisite serviceperiod or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited.

Total stock-based compensation cost and the associated income tax benefits recognized in the Consolidated Statements of Income, and stock-based compensation costsincluded in inventory in the Consolidated Balance Sheets, on a continuing operations basis, are as follows:

Year Ended March



(In thousands) 2020 2019 2018 2017Stock-based compensation cost $ 68,205 $ 84,285 $ 19,822 $ 63,888Income tax benefits 15,460 18,570 4,415 20,124Stock-based compensation costs included in inventory at period end 1,903 2,555 1,861 1,347

At the end of March 2020, there was $34.5 million of total unrecognized compensation cost related to all stock-based compensation arrangements that will be recognizedover a weighted average period of 1 year.

At the end of March 2020, there were 26,994,754 shares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan. Shares foroption exercises are issued from VF’s authorized but unissued Common Stock. VF has a practice of repurchasing shares of Common Stock in the open market to offset, ona long-term basis, dilution caused by awards under equity compensation plans.

Spin-Off of Jeans Business

In connection with the spin-off of the Jeans business on May 22, 2019, theCompany adjusted its outstanding equity awards in accordance with the terms ofthe Employee Matters Agreement between the Company and Kontoor Brands.Adjustments to the underlying shares and terms of outstanding stock options,RSUs and restricted stock were made to preserve the intrinsic value of the awardsimmediately before the separation. The adjustment of the underlying shares andexercise prices, as applicable, was determined using a ratio based on the relativevalues of the VF pre-distribution stock value and the VF post-distribution stockvalue as determined by the Company. The outstanding awards continue to vestover their original vesting periods. The Company will recognize

$13.0 million of total incremental compensation cost related to the adjustment ofthe VF equity awards, of which $12.7 million was recognized during the yearended March 2020.

In connection with the spin-off, stock options to purchase 756,709 shares of VFCommon Stock, 52,018 performance-based RSUs, 79,187 nonperformance-basedRSUs and 112,763 restricted shares of VF Common Stock were converted intoKontoor Brands equity awards.

Disclosures reported below have not been segregated between continuing anddiscontinued operations.




Stock Options

Stock options are granted with an exercise price equal to the fair market value of VF Common Stock on the date of grant. Employee stock options vest in equal annualinstallments over three years, and compensation cost is recognized ratably over the shorter of the requisite service period or the vesting period. Stock options granted tononemployee members of VF’s Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms.

The grant date fair value of each option award is calculated using a lattice option-pricing valuation model, which incorporates a range of assumptions for inputs as follows:

Year Ended March



2020 2019 2018 2017Expected volatility 24% to 27% 22% to 29% 24% to 29% 23% to 30%Weighted average expected volatility 25% 25% 25% 24%Expected term (in years) 6.1 to 7.6 6.1 to 7.5 6.1 to 7.6 6.3 to 7.7Weighted average dividend yield 2.5% 2.6% 2.9% 2.8%Risk-free interest rate 1.4% to 2.4% 2.1% to 3.2% 1.9% to 2.9% 0.7% to 2.4%Weighted average fair value at date of grant $17.19 $16.82 $15.34 $9.90

Expected volatility over the contractual term of an option was based on acombination of the implied volatility from publicly traded options on VF CommonStock and the historical volatility of VF Common Stock. The expected termrepresents the period of time over which vested options are expected to beoutstanding before exercise. VF used historical data to estimate option exercisebehaviors and to estimate the number of options that would vest.

Groups of employees that have historically exhibited similar option exercisebehaviors were considered separately in estimating the expected term for eachemployee group. Dividend yield represents expected dividends on VF CommonStock for the contractual life of the options. Risk-free interest rates for the periodsduring the contractual life of the option were the implied yields at the date of grantfrom the U.S. Treasury zero coupon yield curve.

Stock option activity for the year ended March 2020 is summarized as follows:

Number of Shares Weighted Average

Exercise Price

Weighted AverageRemaining Contractual

Term (Years) Aggregate Intrinsic Value

(In thousands)Outstanding, March 2019 9,910,210 $ 60.11

Spin related adjustment 674,789 — Transfer to Kontoor Brands (756,709 ) 62.51 Granted 1,512,955 84.27 Exercised (3,290,971 ) 53.53 Forfeited/cancelled (129,272 ) 70.78

Outstanding, March 2020 7,921,002 $ 61.93 6.6 $ 33,720Exercisable, March 2020 5,897,457 $ 55.66 5.9 $ 33,681

The total fair value of stock options that vested during the years ended March 2020 and 2019, the three months ended March 2018 and the year ended December 2017was $16.6 million, $26.8 million, $28.3 million and $28.0 million, respectively. The total intrinsic value of stock options exercised during the years ended March 2020 and2019, the three months ended March 2018 and the year ended December 2017 was $120.6 million, $171.6 million, $57.3 million and $106.7 million, respectively.




Restricted Stock Units

VF grants performance-based RSUs that enable employees to receive shares ofVF Common Stock at the end of a three-year period. Each performance-basedRSU has a potential final payout ranging from zero to two shares of VF CommonStock. For performance-based RSUs granted prior to February 2018, the numberof shares earned by participants, if any, is based on achievement of a three-yearbaseline profitability goal and annually established performance goals set by theTalent and Compensation Committee of the Board of Directors. For performance-based RSUs granted in the three months ended March 2018, Fiscal 2019 andFiscal 2020, the number of shares earned by participants, if any, is based onachievement of three-year financial targets set by the Talent and CompensationCommittee of the Board of Directors. For all performance-based RSUs, shares areissued to participants in the year following the conclusion of each three-yearperformance period.

The actual number of shares earned may also be adjusted upward or downwardby 25% of the target award, based on how VF’s total shareholder return (“TSR”)over the three-year period compares to the TSR for companies included in theStandard & Poor’s 500 Consumer Discretionary Index for grants issued in thethree months ended March 2018, Fiscal 2019 and Fiscal 2020, and the Standard &Poor's 500 Index for grants issued in the year ended December 2017. The grantdate fair value of the TSR-based adjustment was determined using a Monte Carlosimulation

technique that incorporates option-pricing model inputs, and was $7.11, $4.61,$4.61 and $2.67 per share for the years ended March 2020 and 2019, the three-month period ended March 2018 and the year ended December 2017performance-based RSU grants, respectively.

VF also grants nonperformance-based RSUs to certain key employees ininternational jurisdictions and to nonemployee members of the Board of Directors.Each nonperformance-based RSU entitles the holder to one share of VF CommonStock. The employee nonperformance-based RSUs generally vest over periods ofup to four years from the date of grant. The nonperformance-based RSUs grantedto nonemployee members of the Board of Directors vest upon grant and will besettled in shares of VF Common Stock one year from the date of grant.

In addition, VF grants nonperformance-based RSU to employees as part of itsstock compensation program. Each nonperformance-based RSU entitles theholder to one share of VF Common Stock. These awards generally vest 50% overa two-year period and 50% over a four-year period from the date of grant.

Dividend equivalents on the RSUs accrue without compounding and are payable inadditional shares of VF Common Stock when the RSUs vest. Dividend equivalentsare subject to the same risk of forfeiture as the RSUs.

RSU activity for the year ended March 2020 is summarized as follows:

Performance-based Nonperformance-based

Number Outstanding

Weighted AverageGrant DateFair Value Number Outstanding

Weighted AverageGrant DateFair Value

Outstanding, March 2019 1,396,676 $ 61.68 664,833 $ 69.88Spin related adjustment 63,336 — 44,933 —Transfer to Kontoor Brands (52,018 ) 67.59 (79,187 ) 71.19Granted 275,092 84.28 196,621 84.22Issued as Common Stock (519,162 ) 61.30 (235,604 ) 66.44Forfeited/cancelled (23,673 ) 66.26 (55,618 ) 70.90

Outstanding, March 2020 1,140,251 $ 63.51 535,978 $ 70.50Vested, March 2020 865,577 $ 59.24 42,343 $ 73.23

The weighted average fair value of performance-based RSUs granted during theyears ended March 2020 and 2019, the three months ended March 2018 and theyear ended December 2017 was $84.28, $80.39, $74.80 and $53.69 per share,respectively, which was equal to the fair market value of the underlying VFCommon Stock on each grant date. The total market value of awards outstandingat the end of March 2020 was $65.9 million. Awards earned and vested for thethree-year performance period ended in March 2019 and distributed in early Fiscal2020 totaled 837,045 shares of VF Common Stock having a value of $71.6 million.Similarly, 450,175 shares of VF Common Stock having a value of $36.4 millionwere earned for the performance period ended in December 2017.

The weighted average fair value of nonperformance-based RSUs granted duringthe years ended March 2020 and 2019, the three months ended March 2018 andthe year ended December 2017 was $84.22, $79.21, $74.80 and $57.49 pershare, respectively, which was equal to the fair market value of the underlying VFCommon Stock on each grant date. The total market value of awards outstandingat the end of March 2020 was $31.0 million.




Restricted Stock

VF grants restricted shares of VF Common Stock to certain members of management. The fair value of the restricted shares, equal to the fair market value of VF CommonStock at the grant date, is recognized ratably over the vesting period. Restricted shares vest over periods of up to five years from the date of grant. Dividends accumulate inthe form of additional restricted shares and are subject to the same risk of forfeiture as the restricted stock.

Restricted stock activity for the year ended March 2020 is summarized below:

Nonvested Shares

Outstanding Weighted Average

Grant Date Fair ValueNonvested shares, March 2019 626,725 $ 59.86

Spin related adjustment 39,434 —Transfer to Kontoor Brands (112,763 ) 60.91Granted 78,884 85.36Dividend equivalents 13,580 78.24Vested (62,982 ) 61.47Forfeited (40,046 ) 59.47

Nonvested shares, March 2020 542,832 $ 59.30

Nonvested shares of restricted stock had a market value of $31.4 million at the end of March 2020. The market value of the shares that vested during the years endedMarch 2020 and 2019, the three months ended March 2018 and the year ended December 2017 was $3.6 million, $8.7 million, $3.9 million and $19.4 million, respectively.

NOTE 19 — INCOME TAXESThe provision for income taxes was computed based on the following amounts of income from continuing operations before income taxes:

Year Ended March



(In thousands) 2020 2019 2018 2017Domestic $ (91,063) $ 73,769 $ (67,963) $ 15,523Foreign 818,271 964,544 199,279 772,356Income before income taxes $ 727,208 $ 1,038,313 $ 131,316 $ 787,879

The provision for income taxes consisted of:

Year Ended March



(In thousands) 2020 2019 2018 2017Current:

Federal $ 12,926 $ 89,309 $ (24,251) $ 502,612Foreign 157,052 115,332 25,724 94,370State 2,583 11,229 (3,067 ) 3,471

172,561 215,870 (1,594 ) 600,453Deferred:

Federal and state 38,511 (48,000 ) (7,117 ) (77,820 )Foreign (113,010 ) 17 11,052 (2,824 )

(74,499 ) (47,983 ) 3,935 (80,644 )Income taxes $ 98,062 $ 167,887 $ 2,341 $ 519,809




On May 19, 2019, Switzerland voted to approve the Federal Act on Tax Reformand AHV Financing ("Swiss Tax Act"). Provisions of the Swiss Tax Act wereenacted for Swiss federal purposes during the second quarter of Fiscal 2020, andlater enacted for certain cantons during the fourth quarter. These provisionsresulted in adjustments to deferred tax assets and liabilities such that a net taxbenefit of $93.6 million was recorded for the year ended March 2020.

On December 22, 2017, the U.S. government enacted comprehensive taxlegislation commonly referred to as the Tax Cuts and Jobs Act ("U.S. Tax Act"). Inresponse to the complexities and ambiguity surrounding the U.S. Tax Act, theSecurities and Exchange Commission released Staff Accounting Bulletin No. 118("SAB 118") to provide companies with relief around the initial accounting for theU.S. Tax Act, providing a one-year measurement period for companies to analyzeand finalize accounting for the Tax Act.

VF finalized its accounting for the U.S. Tax Act during the one-year measurementperiod under SAB 118 and recognized additional net

charges of $18.2 million, resulting in a cumulative net charge of $483.7 million. Themeasurement period adjustments included $5.1 million of net tax benefitrecognized in the three months ended March 2018 and $23.3 million of net taxexpense recognized during the year ended March 2019.

On January 15, 2019 final regulations under Section 965 related to the transitiontax were released. After analyzing these regulations, the Company recorded anadditional net charge of $13.9 million during the year ended March 2019, primarilycomprised of $20.7 million tax expense related to transition tax and a net taxbenefit of $6.8 million related to a reduction in unrecognized tax benefits as a resultof the final regulations.

The income tax payable attributable to the transition tax is due over an 8-yearperiod beginning in 2018. At March 28, 2020, a noncurrent income tax payable ofapproximately $372.3 million attributable to the transition tax is reflected in theother liabilities line item of the Consolidated Balance Sheet.

The differences between income taxes computed by applying the statutory federal income tax rate and income tax expense reported in the consolidated financialstatements are as follows:

Year Ended March



(In thousands) 2020 2019 2018 2017Tax at federal statutory rate $ 152,714 $ 218,046 $ 27,576 $ 275,757State income taxes, net of federal tax benefit 14,363 12,594 (7,031 ) 10,660Foreign rate differences (22,038 ) (74,528 ) (5,252 ) (159,599 )Tax reform (93,598 ) 37,262 (5,107 ) 465,501Goodwill impairment 45,613 — — —Capital losses — — — (67,032 )Valuation allowances (federal) — — 977 37,296Stock compensation (federal) (12,245 ) (21,614 ) (8,843 ) (19,883 )Other 13,253 (3,873 ) 21 (22,891 )Income taxes $ 98,062 $ 167,887 $ 2,341 $ 519,809

Income tax expense includes tax benefits of $13.4 million, $6.3 million, $9.8 millionand $10.1 million in the years ended March 2020 and 2019, the three monthsended March 2018 and the year ended December 2017, respectively, fromfavorable audit outcomes on certain tax matters and from expiration of statutes oflimitations.

VF was granted a ruling which lowered the effective income tax rate on taxableearnings for years 2010 through 2014 under Belgium’s excess profit tax regime. InFebruary 2015, the European Union Commission (“EU”) opened a state aidinvestigation into Belgium’s rulings. On January 11, 2016, the EU announced itsdecision that these rulings were illegal and ordered that tax benefits granted underthese rulings should be collected from the affected companies, including VF.

On March 22, 2016, the Belgium government filed an appeal seeking annulment ofthe EU decision. Additionally, on June 21, 2016, VF Europe BVBA filed its ownapplication for annulment of the EU decision.

On December 22, 2016, Belgium adopted a law which entitled the Belgium taxauthorities to issue tax assessments, and demand timely payments fromcompanies which benefited from the excess profits regime. On January 10, 2017,VF Europe BVBA received an assessment for €31.9 million tax and interest relatedto excess profits benefits received in prior years. VF Europe BVBA remitted €31.9million ($33.9 million) on January 13, 2017, which was recorded as an income taxreceivable in 2017 based on the expected success of the aforementioned requestsfor annulment. An additional assessment of €3.1 million ($3.8 million) was receivedand paid in January 2018. On February 14, 2019 the General Court annulled theEU decision and on April 26, 2019 the EU appealed the General Court'sannulment. Both listed requests for annulment remain open and unresolved.Additionally, the EU has initiated proceedings related to individual rulings grantedby Belgium, including the ruling granted to VF. If this matter is adversely resolved,these amounts will not be collected by VF.

In addition, VF has been granted a lower effective income tax rate on taxableearnings in another foreign jurisdiction that will expire as of the end of June 2020.This lower rate, when compared with




the country’s statutory rate, resulted in income tax reductions of $15.3 million($0.04 per diluted share) in the year ended March 2020, $15.7 million ($0.04 perdiluted share) in the year ended

March 2019, $7.5 million ($0.02 per diluted share) in the three months endedMarch 2018 and $17.8 million ($0.04 per diluted share) in the year endedDecember 2017.

Deferred income tax assets and liabilities consisted of the following:

(In thousands) March 2020 March 2019Deferred income tax assets:

Inventories $ 19,153 $ 16,292Deferred compensation 32,715 39,317Other employee benefits 31,814 58,908Stock compensation 28,894 30,441Lease liability 270,669 —Other accrued expenses 87,384 102,240Capital loss carryforwards 15,704 19,066Operating loss carryforwards 221,584 219,774

Gross deferred income tax assets 707,917 486,038Valuation allowances (172,912 ) (177,987 )Net deferred income tax assets 535,005 308,051

Deferred income tax liabilities: Depreciation 49,748 21,819Intangible assets 99,861 218,089Right-of-use asset 257,843 —Other deferred tax liabilities 105,588 80,741Deferred income tax liabilities 513,040 320,649

Net deferred income tax assets (liabilities) $ 21,965 $ (12,598 )Amounts included in the Consolidated Balance Sheets:

Other assets (Note 11) $ 183,336 $ 95,399Other liabilities (Note 15) (161,371 ) (107,997 )

$ 21,965 $ (12,598 )

At the end of Fiscal 2020, the Company is not asserting indefinite reinvestmentwith regards to short-term liquid assets of its foreign subsidiaries, as well as certainnoncurrent assets that are expected to be converted to liquid assets in theforeseeable future. All other foreign earnings, including basis differences of certainforeign subsidiaries, continue to be considered indefinitely reinvested. As of theend of Fiscal 2020, there was $3.9 billion of undistributed earnings of internationalsubsidiaries which have substantially been included for U.S. federal income taxpurposes, but if distributed could result in additional U.S. state income or othertaxes. The Company has not determined the deferred tax liability associated withthese undistributed earnings and basis differences, as such determination is notpracticable.

VF has potential tax benefits totaling $213.0 million for foreign operating losscarryforwards, of which $160.3 million have an unlimited carryforward life. Inaddition, there are $15.7 million of potential tax benefits for federal and state capitalloss

carryforwards that begin to expire in 2022 and $8.6 million of potential tax benefitsfor state operating loss and credit carryforwards that expire between 2021 and2040.

A valuation allowance has been provided where it is more likely than not that thedeferred tax assets related to those operating loss carryforwards will not berealized. Valuation allowances totaled $158.4 million for available foreign operatingloss carryforwards, $2.7 million for available capital loss carryforwards, $5.4 millionfor available state operating loss and credit carryforwards, and $6.4 million forother foreign deferred income tax assets. During Fiscal 2020, VF had a netdecrease in valuation allowances of $2.5 million related to capital losscarryforwards, a net decrease of $9.7 million related to state operating loss andcredit carryforwards and an increase of $7.1 million related to foreign operatingloss carryforwards and other foreign deferred tax assets, inclusive of foreigncurrency effects.




A reconciliation of the change in the accrual for unrecognized income tax benefits is as follows:

(In thousands)

UnrecognizedIncome Tax

Benefits

AccruedInterest

and Penalties

UnrecognizedIncome Tax

BenefitsIncluding Interest

and Penalties Balance, December 2016 $ 176,966 $ 8,709 $ 185,675

Additions for current year tax positions 28,049 — 28,049 Additions for prior year tax positions 22,968 6,808 29,776 Reductions for prior year tax positions (22,163 ) (279 ) (22,442 ) Reductions due to statute expirations (9,028 ) (915 ) (9,943 ) Payments in settlement (855 ) (248 ) (1,103 ) Currency translation 55 11 66

Balance, December 2017 195,992 14,086 210,078 Additions for current year tax positions 2,012 — 2,012 Additions for prior year tax positions 477 2,340 2,817 Reductions for prior year tax positions (201 ) (3 ) (204 ) Reductions due to statute expirations (9,222 ) (985 ) (10,207 ) Payments in settlement — — — Currency translation 17 2 19

Balance, March 2018 189,075 15,440 204,515 Additions for current year tax positions 8,511 — 8,511 Additions for prior year tax positions 16,211 12,521 28,732 Reductions for prior year tax positions (18,753 ) (467 ) (19,220 ) Reductions due to statute expirations (30 ) (7 ) (37 ) Payments in settlement (6,754 ) (919 ) (7,673 ) Currency translation (35 ) (3 ) (38 )

Balance, March 2019 188,225 26,565 214,790

Additions for current year tax positions 20,328 — 20,328 Additions for prior year tax positions 3,136 10,029 13,165 Reductions for prior year tax positions (3,521 ) (254 ) (3,775 ) Reductions due to statute expirations (11,135 ) (1,817 ) (12,952 ) Payments in settlement (664 ) (146 ) (810 ) Decrease due to divestiture (11,619 ) (3,723 ) (15,342 ) Currency translation (27 ) (42 ) (69 )

Balance, March 2020 $ 184,723 $ 30,612 $ 215,335

(In thousands) March 2020 March 2019Amounts included in the Consolidated Balance Sheets:

Unrecognized income tax benefits, including interest and penalties $ 215,335 $ 214,790Less deferred tax benefits 50,197 40,862Total unrecognized tax benefits $ 165,138 $ 173,928

The unrecognized tax benefits of $165.1 million at the end of Fiscal 2020, ifrecognized, would reduce the annual effective tax rate.

VF files a consolidated U.S. federal income tax return, as well as separate andcombined income tax returns in numerous state and international jurisdictions. Inthe U.S., the IRS examinations for tax

years through 2015 have been effectively settled. The examination of Timberland’s2011 tax return is ongoing.

In addition, VF is currently subject to examination by various state and internationaltax authorities. Management regularly assesses the potential outcomes of bothongoing and future examinations




for the current and prior years and has concluded that VF’s provision for incometaxes is adequate. The outcome of any one examination is not expected to have amaterial impact on VF’s consolidated financial statements. Management believesthat some of these audits and negotiations will conclude during the next

12 months. Management also believes that it is reasonably possible that theamount of unrecognized income tax benefits may decrease by $16.9 million withinthe next 12 months due to settlement of audits and expiration of statutes oflimitations, $9.8 million of which would reduce income tax expense.

NOTE 20 — REPORTABLE SEGMENT INFORMATIONThe chief operating decision maker allocates resources and assesses performance based on a global brand view which represents VF's operating segments. Theoperating segments have been evaluated and combined into reportable segments because they have met the similar economic characteristics and qualitative aggregationcriteria set forth in the relevant accounting guidance. Based on this assessment, the Company's reportable segments have been identified as: Outdoor, Active and Work.

Below is a description of VF's reportable segments and the brands included within each:

REPORTABLE SEGMENT BRANDSOutdoor - Outdoor apparel, footwear and equipment The North Face®

Timberland®

Icebreaker®

Smartwool®

Altra®

Active - Active apparel, footwear and accessories Vans®

Kipling®

Napapijri®

Eastpak®

JanSport®

Eagle Creek®

Work - Work and work-inspired lifestyle apparel and footwear Dickies®

Timberland PRO®

Other - included in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Other includes results related to thesale of non-VF products and transition services primarily related to the sale of the Nautica® brand business.

The Company continuously assesses the composition of its portfolio to ensure it isaligned with its strategic objectives and positioned to maximize growth and returnto shareholders. In doing so, it evaluates whether changes may need to be madeto our internal reporting structure to better support and assess the operations ofour business going forward. If changes are made, we will assess the resultingeffect on our reportable segments, operating segments and reporting units, if any.

The primary financial measures used by management to evaluate the financialresults of VF's reportable segments are segment revenues and segmentprofit. Segment profit comprises the operating income and other income (expense),net line items of each segment.

Accounting policies used for internal management reporting at the individualsegments are consistent with those in Note 1, except as stated below. Corporatecosts (other than common costs allocated to the segments), impairment chargesand net interest expense are not controlled by segment management and thereforeare excluded from the measurement of segment profit. Common costs such asinformation systems processing, retirement benefits and insurance are allocatedfrom corporate costs to the segments based on appropriate metrics such as usageor employment.

Corporate costs that are not allocated to the segments consist of corporateheadquarters expenses (including compensation and benefits of corporatemanagement and staff, certain legal and professional fees and administrative andgeneral costs) and other expenses which include a portion of defined benefitpension costs, development costs for management information systems, costs ofregistering, maintaining and enforcing certain of VF’s trademarks andmiscellaneous consolidated costs. Defined benefit pension plans in the U.S. arecentrally managed. The current year service cost component of pension cost isallocated to the segments, while the remaining pension cost components arereported in corporate and other expenses.

Segment assets, for internal management purposes, are those used directly in orresulting from the operations of each business, which are accounts receivable andinventories. Segment assets included in the Other category represent balancesrelated to transition services and other corporate activities, and are provided forpurposes of reconciliation as the Other category is not considered a reportablesegment. Total expenditures for additions to long-lived assets are not disclosed asthis information is not regularly provided to the chief operating decision maker atthe segment level.




Financial information for VF’s reportable segments is as follows:

Year Ended March


(Transition Period) Year Ended December

(In thousands) 2020 2019 2018 2017Segment revenues:

Outdoor $ 4,643,956 $ 4,649,024 $ 888,039 $ 4,208,958Active 4,919,427 4,721,792 1,071,598 3,791,737Work 886,419 885,748 221,909 393,989Other 38,754 10,323 — —Total segment revenues $ 10,488,556 $ 10,266,887 $ 2,181,546 $ 8,394,684

Segment profit: Outdoor $ 516,089 $ 544,425 $ 44,673 $ 537,543Active 1,136,821 1,125,709 237,620 805,843Work 50,383 67,379 11,546 42,612Other (6,485 ) 3,244 — —Total segment profit 1,696,808 1,740,757 293,839 1,385,998

Impairment of goodwill (323,223 ) — — —Corporate and other expenses (a) (514,430 ) (609,714 ) (139,941 ) (509,147 )Interest expense, net (72,175 ) (92,730 ) (22,582 ) (88,972 )Loss on debt extinguishment (59,772 ) — — —Income from continuing operations before income taxes $ 727,208 $ 1,038,313 $ 131,316 $ 787,879

(a) Certain corporate overhead and other costs of $25.2 million, $105.7 million, $33.6 million and $120.4 million during the years ended March 2020 and March 2019, the three monthsended March 2018 and the year ended December 2017, respectively, previously allocated to the Work segment and the former Jeans, Sportswear, Imagewear and Outdoor & ActionSports segments for segment reporting purposes, have been reallocated to continuing operations as discussed in Note 4.

(In thousands) March 2020 March 2019Segment assets:

Outdoor $ 1,182,148 $ 1,108,274Active 1,013,154 981,033Work 375,653 356,119Other 31,008 100,301

Total segment assets 2,601,963 2,545,727Cash and equivalents 1,369,028 402,226Property, plant and equipment, net 954,406 876,093Intangible assets and goodwill 3,010,564 3,399,141Operating lease right-of-use assets 1,273,514 —Other assets 1,312,637 1,194,094Assets of discontinued operations 611,139 1,939,504Consolidated assets $ 11,133,251 $ 10,356,785




Year Ended March



(In thousands) 2020 2019 2018 2017Depreciation and amortization expense:

Outdoor $ 91,657 $ 82,259 $ 16,998 $ 86,838Active 80,562 73,395 18,953 70,219Work 14,856 21,492 7,524 7,219Corporate 80,544 78,583 16,119 74,044

$ 267,619 $ 255,729 $ 59,594 $ 238,320

Supplemental information (with revenues by geographic area based on the origin of the shipment) is as follows:

Year Ended March



(In thousands) 2020 2019 2018 2017Total revenues:

U.S. $ 5,520,317 $ 5,346,225 $ 1,018,024 $ 4,311,104Foreign, primarily Europe 4,968,239 4,920,662 1,163,522 4,083,580

$ 10,488,556 $ 10,266,887 $ 2,181,546 $ 8,394,684Property, plant and equipment:

U.S. $ 608,058 $ 493,531 Foreign, primarily Europe 346,348 382,562

$ 954,406 $ 876,093

No single customer accounted for 10% or more of the Company’s total revenues in the years ended March 2020 and 2019, the three months ended March 2018 and theyear ended December 2017.




NOTE 21 — COMMITMENTS AND CONTINGENCIESCommitmentsVF is obligated under noncancelable operating leases. Refer to Note 10 foradditional information related to future lease payments.

VF has entered into licensing agreements that provide VF rights to marketproducts under trademarks owned by other parties. Royalties under theseagreements are recognized in cost of goods sold in the Consolidated Statementsof Income. Certain of these agreements contain minimum advertisingrequirements. Future minimum advertising payments are $16.2 million, $7.3 million,$4.3 million, $2.2 million and $1.7 million for fiscal years 2021 through 2025,respectively, and $7.1 million thereafter.

In the ordinary course of business, VF has entered into purchase commitments forfinished products, raw materials and contract production. Total payments requiredunder these agreements are $1.7 billion, $12.1 million, $10.1 million and $9.4million for fiscal years 2021 through 2024, respectively, and no commitmentsthereafter.

VF has entered into commitments for (i) capital spending, (ii) service andmaintenance agreements related to its management information systems, and(iii) advertising. Future payments under these agreements are $249.0 million,$84.3 million, $49.6 million, $6.7 million and $4.6 million for fiscal years 2021through 2025, respectively, and $0.3 million thereafter.

Surety bonds, customs bonds, standby letters of credit and international bankguarantees, all of which represent contingent guarantees of performance underself-insurance and other

programs, totaled $107.5 million as of March 2020. These commitments wouldonly be drawn upon if VF were to fail to meet its claims or other obligations.

ContingenciesThe Company petitioned the U.S. Tax Court to resolve an IRS dispute regardingthe timing of income inclusion associated with the 2011 Timberland acquisition.The Company remains confident in our timing and treatment of the incomeinclusion, and therefore this matter is not reflected in our financial statements. Weare vigorously defending our position, and do not expect the resolution to have amaterial adverse impact on the Company's financial position, results of operationsor cash flows. While the IRS argues immediate income inclusion, the Company'sposition is to include the income over a period of years. As the matter relates to2011, nearly half of the timing in dispute has passed with the Company includingthe income, and paying the related tax, on our income tax returns. The Companynotes that should the IRS prevail in this timing matter, the net interest expensewould be up to $158 million. Further, this timing matter is impacted by the U.S. TaxAct that reduced the U.S. corporate income tax rate from 35% to 21%. If the IRS issuccessful, this rate differential would increase tax expense by approximately $136million.

The Company is currently involved in other legal proceedings that are ordinary,routine litigation incidental to the business. The resolution of any particularproceeding is not currently expected to have a material adverse impact on theCompany's financial position, results of operations or cash flows.

NOTE 22 — EARNINGS PER SHARE

Year Ended March



(In thousands, except per share amounts) 2020 2019 2018 2017Earnings per share — basic:

Income from continuing operations $ 629,146 $ 870,426 $ 128,975 $ 268,070Weighted average common shares outstanding 395,411 395,189 395,253 399,223Earnings per share from continuing operations $ 1.59 $ 2.20 $ 0.33 $ 0.67

Earnings per share — diluted: Income from continuing operations $ 629,146 $ 870,426 $ 128,975 $ 268,070Weighted average common shares outstanding 395,411 395,189 395,253 399,223Incremental shares from stock options and other dilutive securities 4,525 5,307 6,023 4,336Adjusted weighted average common shares outstanding 399,936 400,496 401,276 403,559Earnings per share from continuing operations $ 1.57 $ 2.17 $ 0.32 $ 0.66

Outstanding options to purchase 1.5 million, 0.5 million and 6.9 million shares ofCommon Stock were excluded from the calculations of diluted earnings per sharein the years ended March 2020, March 2019 and December 2017, respectively,because the effect of their inclusion would have been antidilutive to those years.For the three months ended March 2018, all outstanding options to purchaseshares were dilutive and included in the calculation of

diluted earnings per share. In addition, 0.6 million and 0.8 million shares ofperformance-based RSUs were excluded from the calculations of diluted earningsper share in the years ended March 2020 and 2019, respectively, and 0.9 millionshares were excluded in each of the three months ended March 2018 and the yearended December 2017 because these units were not considered to be contingentoutstanding shares.




NOTE 23 — FAIR VALUE MEASUREMENTSFinancial assets and financial liabilities measured and reported at fair value areclassified in a three-level hierarchy that prioritizes the inputs used in the valuationprocess. A financial instrument’s categorization within the valuation hierarchy isbased on the lowest level of any input that is significant to the fair valuemeasurement. The hierarchy is based on the observability and objectivity of thepricing inputs, as follows:

• Level 1 — Quoted prices in active markets for identical assets orliabilities.

• Level 2 — Significant directly observable data (other than Level 1 quotedprices) or significant indirectly observable

data through corroboration with observable market data. Inputs wouldnormally be (i) quoted prices in active markets for similar assets or liabilities,(ii) quoted prices in inactive markets for identical or similar assets orliabilities, or (iii) information derived from or corroborated by observablemarket data.

• Level 3 — Prices or valuation techniques that require significantunobservable data inputs. These inputs would normally be VF’s own dataand judgments about assumptions that market participants would use inpricing the asset or liability.

Recurring Fair Value MeasurementsThe following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurringbasis:

Total FairValue

Fair Value Measurement Using (a)


March 2020 Financial assets:

Cash equivalents: Money market funds $ 1,211,887 $ 1,211,887 $ — $ —Time deposits 1,932 1,932 — —

Derivative financial instruments 91,834 — 91,834 —Investment securities 105,706 105,706 — —

Financial liabilities: Derivative financial instruments 14,531 — 14,531 —Deferred compensation 113,289 — 113,289 —

Total FairValue

Fair Value Measurement Using (a)


March 2019 Financial assets:

Cash equivalents: Money market funds $ 248,560 $ 248,560 $ — $ —Time deposits 8,257 8,257 — —

Derivative financial instruments 92,771 — 92,771 —Investment securities 186,698 176,209 10,489 —

Financial liabilities: Derivative financial instruments 22,337 — 22,337 —Deferred compensation 199,336 — 199,336 —

The amounts reported in the table above for the prior period have not been segregated between continuing and discontinued operations. The March 2019 balances include $50.8 million ofdeferred compensation liabilities and associated assets related to the Jeans business, which were transferred in connection with the spin-off.

(a) There were no transfers among the levels within the fair value hierarchy during the years ended March 2020 or2019.

VF’s cash equivalents include money market funds and short-term time depositsthat approximate fair value based on Level 1 measurements. The fair value ofderivative financial instruments, which consist of foreign exchange forwardcontracts, is determined based on observable market inputs (Level 2), includingspot and forward exchange rates for foreign currencies, and considers the creditrisk of the Company and its counterparties. Investment

securities are held in VF’s deferred compensation plans as an economic hedge ofthe related deferred compensation liabilities (Note 16). These investmentsprimarily include mutual funds (Level 1) that are valued based on quoted prices inactive markets, and as of March 2019, also included a separately managed fixed-income fund (Level 2) with underlying investments that are valued based onquoted prices for similar assets in active markets or




quoted prices in inactive markets for identical assets. Liabilities related to VF’sdeferred compensation plans are recorded at amounts due to participants, basedon the fair value of the participants’ selection of hypothetical investments.

All other financial assets and financial liabilities are recorded in the consolidatedfinancial statements at cost, except life insurance contracts which are recorded atcash surrender value. These other financial assets and financial liabilities includecash held as demand deposits, accounts receivable, short-term borrowings,accounts payable and accrued liabilities. At March 2020 and 2019, their carryingvalues approximated their fair values. Additionally, at March 2020 and 2019, thecarrying values of VF’s long-term debt, including the current portion, were $2,609.3million and $2,121.1 million, respectively, compared with fair values of $2,672.9million and $2,318.6 million at those respective dates. Fair value for long-term debtis a Level 2 estimate based on quoted market prices or values of comparableborrowings.

Nonrecurring Fair Value MeasurementsCertain non-financial assets, primarily property, plant and equipment, lease right-of-use assets, goodwill and intangible assets, are not required to be measured atfair value on a recurring basis and are reported at carrying value. However, theseassets are required to be assessed for impairment whenever events orcircumstances indicate that their carrying value may not be fully recoverable, andat least annually for goodwill and indefinite-lived intangible assets. In the event animpairment is required, the asset is adjusted to fair value, using market-basedassumptions.

The Company recorded $14.6 million, $6.0 million and $17.2 million of impairmentsin the years ended March 2020 and 2019 and the year ended December 2017,respectively, related to retail store assets, associated lease right-of-use assets andother fixed assets. These impairments are recorded in the selling, general andadministrative expenses line item in the Consolidated Statements of Income.There were no significant impairment charges during the three months endedMarch 2018.

During the three months ended September 28, 2019, management performed aquantitative impairment analysis of the Timberland reporting unit goodwill andindefinite-lived trademark intangible asset. Based on the analysis, managementconcluded that the goodwill and indefinite-lived trademark intangible asset werenot impaired.

Management performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of the beginning of the fourth quarter of Fiscal 2020.Management performed a quantitative analysis of the Timberland and Altrareporting unit goodwill and indefinite-lived trademark intangible assets. Aqualitative analysis was performed for all other reporting units and indefinite-livedtrademark intangible assets. No impairment charges of goodwill or indefinite-livedtrademark intangible assets were recorded as a result of the annual impairmenttesting completed as of the beginning of the fourth quarter of Fiscal 2020.

As of March 28, 2020, management determined that the unfavorable projectedfinancial impact of the COVID-19 pandemic was a triggering event that requiredmanagement to perform quantitative impairment analyses over the Timberland,Altra and Icebreaker reporting unit goodwill and indefinite-lived trademark

intangible assets. A goodwill impairment charge of $323.2 million was recorded inthe year ended March 2020 related to the Timberland reporting unit. No otherimpairment charges were recorded as a result of the impairment testing completedas of March 28, 2020.

See Critical Accounting Policies and Estimates within Management's Discussionand Analysis for additional discussion regarding non-recurring fair valuemeasurements during the year ended March 2020.

No impairment charges of goodwill or intangible assets were recorded in the yearended March 2019, the three months ended March 2018 or the year endedDecember 2017 for VF's continuing operations.

Our impairment testing of goodwill, trademarks and customer relationshipintangible assets utilizes significant unobservable inputs (Level 3) to determine fairvalue.

The fair value of reporting units for goodwill impairment testing is determined usinga combination of two valuation methods: an income approach and a marketapproach. The income approach is based on projected future (debt-free) cashflows that are discounted to present value. The appropriate discount rate is basedon the reporting unit’s weighted average cost of capital (“WACC”) that takes marketparticipant assumptions into consideration. For the market approach, managementuses both the guideline company and similar transaction methods. The guidelinecompany method analyzes market multiples of revenues and earnings beforeinterest, taxes, depreciation and amortization (“EBITDA”) for a group ofcomparable public companies. The market multiples used in the valuation arebased on the relative strengths and weaknesses of the reporting unit compared tothe selected guideline companies. Under the similar transactions method,valuation multiples are calculated utilizing actual transaction prices andrevenue/EBITDA data from target companies deemed similar to the reporting unit.

Management uses the income-based relief-from-royalty method to value trademarkintangible assets. Under this method, revenues expected to be generated by thetrademark are multiplied by a selected royalty rate. The royalty rate is selectedbased on consideration of (i) royalty rates included in active license agreements, ifapplicable, (ii) royalty rates received by market participants in the apparel industry,and (iii) the current performance of the reporting unit. The estimated after-taxroyalty revenue stream is then discounted to present value using the reportingunit’s WACC plus a spread that factors in the risk of the intangible asset.

Management’s revenue and profitability forecasts used in the reporting unit andintangible asset valuations were developed in conjunction with management’sstrategic plan review, and our resulting revised outlook for business performance,and considered recent performance and trends, including the projected impact ofthe COVID-19 pandemic, strategic initiatives and industry trends. Assumptionsused in the valuations are similar to those that would be used by marketparticipants performing independent valuations of these businesses.




NOTE 24 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIESSummary of Derivative Financial Instruments

All of VF’s outstanding derivative financial instruments are foreign exchangeforward contracts. Although derivatives meet the criteria for hedge accounting atthe inception of the hedging relationship, a limited number of derivative contractsintended to hedge assets and liabilities are not designated as hedges foraccounting purposes. The notional amounts of all outstanding derivative

contracts were $2.6 billion and $2.8 billion at March 2020 and 2019, respectively,consisting primarily of contracts hedging exposures to the euro, British pound,Canadian dollar, Mexican peso, Swiss franc, South Korean won, Swedish krona,Japanese yen, Polish zloty and New Zealand dollar. Derivative contracts havematurities up to 20 months.

The following table presents outstanding derivatives on an individual contract basis:

Fair Value of Derivativeswith Unrealized Gains

Fair Value of Derivativeswith Unrealized Losses

(In thousands) March 2020 March 2019 March 2020 March 2019Foreign currency exchange contracts designated as hedging instruments $ 78,298 $ 92,356 $ (12,682) $ (21,798)Foreign currency exchange contracts not designated as hedging instruments 13,536 415 (1,849) (539)

Total derivatives $ 91,834 $ 92,771 $ (14,531) $ (22,337)

VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject tomaster netting agreements. If VF were to offset and record the asset and liability balances of its foreign exchange forward contracts on a net basis in accordance with theterms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets as of March 2020 and 2019 would be adjusted from the current grosspresentation to the net amounts as detailed in the following table:

March 2020 March 2019

(In thousands) Derivative

Asset Derivative Liability Derivative

Asset Derivative LiabilityGross amounts presented in the Consolidated Balance Sheets $ 91,834 $ (14,531) $ 92,771 $ (22,337)Gross amounts not offset in the Consolidated Balance Sheets (14,393) 14,393 (22,274) 22,274Net amounts $ 77,441 $ (138) $ 70,497 $ (63)

Derivatives are classified as current or noncurrent based on maturity dates, as follows:

(In thousands) March 2020 March 2019Other current assets $ 71,784 $ 83,582Accrued liabilities (Note 13) (11,378 ) (18,590 )Other assets (Note 11) 20,050 9,189Other liabilities (Note 15) (3,153 ) (3,747 )

Cash Flow HedgesVF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, purchases, production costs, operating costs and intercompanyroyalties. The effects of cash flow hedging included in VF’s Consolidated Statements of Income and Consolidated Statements of Comprehensive Income are summarizedas follows:

(In thousands)

Cash Flow Hedging Relationships

Gain (Loss) on Derivatives Recognized in OCI

Year Ended March



2020 2019 2018 2017

Foreign currency exchange $ 100,336 $ 156,513 $ (25,530) $ (138,716)




Gain (Loss) Reclassified

from Accumulated OCI into Income

(In thousands) Year Ended March



Location of Gain (Loss) 2020 2019 2018 2017Net revenues $ (18,076) $ 1,774 $ 4,948 $ 33,641Cost of goods sold 94,376 (20,686 ) (13,286 ) 610Selling, general and administrative expenses 5,084 (4,772 ) (1,981 ) (3,610 )Other income (expense), net 10,304 355 (2,427 ) (1,851 )Interest expense (13,177 ) (5,012 ) (1,214 ) (4,723 )Total $ 78,511 $ (28,341) $ (13,960) $ 24,067

Derivative Contracts Not Designated as HedgesVF uses derivative contracts to manage foreign currency exchange risk on third-party accounts receivable and payable, as well as intercompany borrowings.These contracts are not designated as hedges, and are recorded at fair value inthe Consolidated Balance Sheets. Changes in the fair values of these instrumentsare recognized directly in earnings. Gains or losses on these contracts largelyoffset the net transaction losses or gains on the related assets and liabilities. In thecase of derivative contracts executed on foreign currency exposures that are nolonger probable of occurring, VF de-designates these hedges and the fair valuechanges of these instruments are also recognized directly in earnings. As a resultof the COVID-19 pandemic and actions expected to be taken by the Company,certain derivative contracts were de-designated as hedged forecasted transactionswere no longer deemed probable of occurring. Accordingly, the Companyreclassified amounts from accumulated OCI and recognized a $9.8 million net gainduring the three months ended March 2020, of which a $10.8 million gain wasrecorded in cost of goods sold and a $1.0 million loss was recorded in netrevenues.

Foreign currency exchange contracts not designated as hedges as of March 2020also include contracts still owned by VF that are related to the former Jeansbusiness. In connection with the spin-off, VF transferred the value of theunrecognized gain on these contracts to Kontoor Brands.

The changes in fair value of derivative contracts not designated as hedges thathave been recognized as gains or losses in VF's Consolidated Statements ofIncome were not material for the years ended March 2020 and 2019, the threemonths ended March 2018 and the year ended December 2017.

Other Derivative InformationAt March 2020, accumulated OCI included $60.2 million of pre-tax net deferredgains for foreign currency exchange contracts that are expected to be reclassifiedto earnings during the next 12 months. The amounts ultimately reclassified toearnings will depend on exchange rates in effect when outstanding derivativecontracts are settled.

VF entered into interest rate swap derivative contracts in 2011 and 2003 to hedgethe interest rate risk for issuance of long-term debt due in 2021 and 2033,respectively. In each case, the contracts were terminated concurrent with theissuance of the debt, and the realized gain or loss was deferred in accumulatedOCI. In connection with the full redemption of the aggregate principal amount of theoutstanding 2021 notes in March 2020, the remaining pre-tax net deferred loss of$8.5 million was recorded in the interest expense line item in the ConsolidatedStatement of Income. The remaining pre-tax net deferred gain, associated with the2033 notes, in accumulated OCI was $1.4 million at March 2020, which will bereclassified into interest expense in the Consolidated Statements of Income overthe remaining terms of the associated debt instrument. During the years endedMarch 2020 and 2019, the three months ended March 2018 and the year endedDecember 2017, VF reclassified $13.2 million, $5.0 million, $1.2 million and $4.7million, respectively, of net deferred losses from accumulated OCI into interestexpense. VF expects to reclassify $0.1 million to interest expense during the next12 months.

Net Investment HedgeThe Company has designated its €1.850 billion of euro-denominated fixed-ratenotes as a net investment hedge of VF’s investment in certain foreign operations.Because this debt qualified as a nonderivative hedging instrument, foreigncurrency transaction gains or losses of the debt are deferred in the foreigncurrency translation and other component of accumulated OCI as an offset to theforeign currency translation adjustments on the hedged investments. During theyears ended March 2020 and 2019, the three months ended March 2018 and theyear ended December 2017, the Company recognized an after-tax loss of $8.8million, an after-tax gain of $69.5 million, an after-tax loss of $19.2 million and anafter-tax loss of $92.9 million, respectively, in OCI related to the net investmenthedge transaction. Any amounts deferred in accumulated OCI will remain until thehedged investment is sold or substantially liquidated.




NOTE 25 — SUPPLEMENTAL CASH FLOW INFORMATION

Year Ended March



(In thousands) 2020 2019 2018 2017Income taxes paid, net of refunds (a) $ 286,819 $ 359,821 $ 105,635 $ 331,194Interest paid, net of amounts capitalized 76,540 102,749 13,553 99,939Noncash transactions:

Property, plant and equipment expenditures included in accountspayable or accrued liabilities 58,410 28,181 20,419 25,088

Computer software costs included in accounts payable or accruedliabilities 14,844 14,586 21,112 22,419

(a) Includes both continuing and discontinuedoperations.

NOTE 26 — RESTRUCTURINGThe Company typically incurs restructuring charges related to strategic initiativesand cost optimization of business activities, primarily related to severance andemployee-related benefits.

Of the $31.8 million of restructuring charges recognized in the year ended March2020, $12.4 million were reflected in selling, general and administrative expensesand $19.4 million in cost of goods sold. Of the $63.1 million of restructuringcharges recognized in the year ended March 2019, $48.5 million were reflected inselling, general and administrative expenses and $14.6 million in cost of goodssold. Of the $11.5 million of restructuring charges recognized in the three monthsended March 2018, $7.4 million were reflected in selling, general andadministrative expenses and

$4.1 million in cost of goods sold. Of the $16.2 million of restructuring chargesrecognized in the year ended December 2017, $11.6 million were reflected inselling, general and administrative expenses and $4.6 million in cost of goods sold.

The Company did not recognize significant incremental costs related to the actionsfor the year ended March 2019 and has completed most of the relatedrestructuring activities as of March 2020. Of the total restructuring accrual at March2020, $40.5 million is expected to be paid out within the next 12 months and isclassified within accrued liabilities. The remaining $0.4 million will be paid outbeyond the next 12 months and thus is classified within other liabilities.

The components of the restructuring charges are as follows:


2020 Charges Year Ended March

2019 Charges Three Months EndedMarch 2018 Charges

Year Ended December2017 Charges

Severance and employee-related benefits $ 21,899 $ 46,724 $ 11,472 $ 11,723Asset impairments 5,211 4,109 — —Inventory write-downs 1,119 2,171 — —Contract termination and other 3,618 10,092 — 4,436Total restructuring charges $ 31,847 $ 63,096 $ 11,472 $ 16,159

Restructuring costs by business segment are as follows:


2020 Charges Year Ended March

2019 Charges Three Months EndedMarch 2018 Charges

Year Ended December2017 Charges

Outdoor $ 7,094 $ 38,952 $ 4,550 $ 10,393Active 3,210 13,579 — 2,400Work 2,193 5,587 6,922 —Corporate 19,350 4,978 — 3,366Total $ 31,847 $ 63,096 $ 11,472 $ 16,159




The activity in the restructuring accrual is as follows:

(In thousands) Severance Other Total Accrual at March 2018 $ 27,407 $ 444 $ 27,851

Charges 46,724 10,092 56,816 Retained discontinued operations accruals 13,808 4,849 18,657 Cash payments and settlements (26,054 ) (4,248 ) (30,302 ) Adjustments to accruals (5,396 ) 100 (5,296 ) Impact of foreign currency (271 ) (235 ) (506 )

Accrual at March 2019 56,218 11,002 67,220 Charges 21,899 3,618 25,517 Cash payments and settlements (39,728 ) (11,997 ) (51,725 ) Adjustments to accruals 2,181 1,159 3,340 Impact of foreign currency (2,518 ) (894 ) (3,412 )

Accrual at March 2020 $ 38,052 $ 2,888 $ 40,940

The Company has incurred costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado. The total amount of chargesrecognized for the years ended March 2020 and 2019 were $41.5 million and $47.4 million, respectively, of which $18.8 million for the year ended March 2019 relates toseverance and employee-related benefits and is included in the tables above. The remaining amounts for the years ended March 2020 and 2019 relate to other relocationcosts, the majority of which have been paid.

NOTE 27 — SUBSEQUENT EVENTSOn May 12, 2020, VF’s Board of Directors declared a quarterly cash dividend of $0.48 per share, payable on June 22, 2020 to shareholders of record on June 10, 2020.The Board of Directors also granted approximately 1,600,000 stock options, 300,000 nonperformance-based RSUs and 50,000 shares of restricted VF Common Stock atmarket value.

Revolving Credit FacilityIn response to the unknown duration and overall impact of the global COVID-19 outbreak, to enhance VF's financial flexibility and liquidity, on April 9, 2020, VF elected todraw down $1.0 billion available from its $2.25 billion Global Credit Facility that expires in December 2023.

On April 20, 2020, VF entered into Amendment No. 1 to its Global Credit Facility that expires December 2023 (the “Amendment”). The Amendment provides for (i) anincrease in VF’s consolidated indebtedness to consolidated capitalization ratio financial covenant to 0.70 to 1.00 (from 0.60 to 1.00) from the Amendment Effective Datethrough the last day of the fiscal quarter ending March 31, 2022, (ii) calculation of consolidated indebtedness (and, thereby consolidated capitalization) net of unrestrictedcash of VF and its subsidiaries and (iii) testing of such financial covenant solely as of the last day of each fiscal quarter during such period. In addition, the Amendmentrequires VF and its subsidiaries to maintain minimum liquidity in the form of unrestricted cash and unused financing commitments of not less than $750.0 million at all timesduring such period.

Senior Notes IssuanceOn April 23, 2020, VF issued senior unsecured notes, as outlined in the table below:

(Dollars in thousands) Scheduled Maturity Aggregate Principal Interest Rate Interest Payments

Senior Notes due April 23, 2022 $ 1,000,000 2.050 % SemiannuallySenior Notes due April 23, 2025 750,000 2.400 % SemiannuallySenior Notes due April 23, 2027 500,000 2.800 % SemiannuallySenior Notes due April 23, 2030 750,000 2.950 % SemiannuallyTotal Issuance $ 3,000,000

The net proceeds received by VF, after deducting the underwriting discount and estimated offering expenses payable by VF, were approximately $2.98 billion. VF used aportion of the net proceeds from this offering to repay borrowings under its Global Credit Facility and intends to use the remaining net proceeds for general corporatepurposes.




NOTE 28 — QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

FirstQuarter(a) (b) (c)

SecondQuarter

(a) (b) (c) (h)

ThirdQuarter

(a) (b) (c) (f)

FourthQuarter

(a) (c) (d) (e) (g) (h) FullYear

Year Ended March 2020 Net revenues $ 2,050,654 $ 3,179,758 $ 3,155,723 $ 2,102,421 $ 10,488,556 Operating income (loss) 95,965 548,562 540,039 (256,761) 927,805 Income (loss) from continuing operations 65,273 625,377 421,582 (483,086) 629,146 Income (loss) from discontinued operations, net of tax (16,052) 23,624 43,421 (690) 50,303 Net income (loss) $ 49,221 $ 649,001 $ 465,003 $ (483,776) $ 679,449 Earnings (loss) per common share - basic (m)

Continuing operations $ 0.16 $ 1.57 $ 1.06 $ (1.23) $ 1.59 Discontinued operations (0.04) 0.06 0.11 — 0.13

Total earnings (loss) per common share - basic $ 0.12 $ 1.63 $ 1.17 $ (1.24) $ 1.72 Earnings (loss) per common share - diluted (m)

Continuing operations $ 0.16 $ 1.55 $ 1.05 $ (1.22) $ 1.57 Discontinued operations (0.04) 0.06 0.11 — 0.13

Total earnings (loss) per common share - diluted $ 0.12 $ 1.61 $ 1.16 $ (1.22) $ 1.70 Dividends per common share $ 0.51 $ 0.43 $ 0.48 $ 0.48 $ 1.90

(In thousands, except per share amounts)

FirstQuarter (i) (l)

SecondQuarter (i) (j) (l)

ThirdQuarter (i) (j) (l)

FourthQuarter (i) (j) (k) (l)

FullYear

Year Ended March 2019 Net revenues $ 1,924,421 $ 3,001,760 $ 2,983,297 $ 2,357,409 $ 10,266,887 Operating income 76,543 510,736 476,543 126,360 1,190,182 Income from continuing operations 29,409 390,563 374,833 75,621 870,426 Income from discontinued operations, net of tax 130,949 116,558 88,676 53,183 389,366 Net income $ 160,358 $ 507,121 $ 463,509 $ 128,804 $ 1,259,792 Earnings per common share - basic (m)

Continuing operations $ 0.07 $ 0.99 $ 0.95 $ 0.19 $ 2.20 Discontinued operations 0.33 0.29 0.22 0.13 0.99

Total earnings per common share - basic $ 0.41 $ 1.28 $ 1.17 $ 0.33 $ 3.19 Earnings per common share - diluted (m)

Continuing operations $ 0.07 $ 0.97 $ 0.94 $ 0.19 $ 2.17 Discontinued operations 0.33 0.29 0.22 0.13 0.97

Total earnings per common share - diluted $ 0.40 $ 1.26 $ 1.16 $ 0.32 $ 3.15 Dividends per common share $ 0.46 $ 0.46 $ 0.51 $ 0.51 $ 1.94 (a) VF recorded transaction and deal-related costs of $12.8 million ($9.7 million after-tax), $9.5 million ($6.8 million after-tax) and $0.1 million ($0.1 million after-tax) during the three months

ended June 29, 2019, September 28, 2019 and March 28, 2020, respectively. The three months ended December 28, 2019 include an adjustment to tax expense of $10.2 millionassociated with the loss on sale for the divestiture of the Reef® brand. Full year transaction and deal-related costs totaled $22.4 million ($26.8 million after-tax). Transaction and deal-related costs include acquisition, integration and other costs related to the acquisitions of Icebreaker® and Altra® brands and separation and related expenses associated with the spin-off of the Jeans business and anticipated sale of the Occupational Workwear business that did not meet the criteria for discontinued operations.

(b) VF recorded relocation costs of $15.0 million ($11.2 million after-tax), $15.7 million ($11.7 million after-tax) and $10.8 million ($8.0 million after-tax) during the three months ended June29, 2019, September 28, 2019 and December 28, 2019, respectively. Full year relocation costs totaled $41.5 million ($30.9 million after-tax). Relocation costs primarily include costsassociated with the relocation of VF's global headquarters and certain brands to Denver, Colorado.

(c) VF recorded costs and operating results of jeanswear wind down activities in South America post the separation of Kontoor Brands and costs related to specified strategic businessdecisions to cease operations in Argentina and planned business model changes in certain other countries in South America, which totaled $2.0 million ($1.7 million after-tax), $2.2million ($2.0 million after-tax), $5.4 million ($5.2 million after-tax) and $3.0 million ($3.2 million after-tax), during the three months ended June 29, 2019, September 28, 2019, December28, 2019 and March 28, 2020, respectively. Full year specified strategic business costs totaled $12.6 million ($12.1 million after-tax). The three months ended March 28, 2020 alsoincluded a $48.3 million noncash non-operating charge related to the release of certain currency translation amounts associated with the substantial liquidation of foreign entities incertain countries in South America.

(d) VF recorded $17.3 million ($17.3 million after-tax) of costs related to cost optimization activity indirectly related to the strategic review of the Occupational Workwear business in thethree months ended March 28, 2020.

(e) VF recognized a noncash goodwill impairment charge related to the Timberland reporting unit of $323.2 million ($322.9 million after-tax) during the three months ended March 28,2020.

(f) VF recorded a pension settlement charge of $22.9 million ($17.1 million after-tax) as a result of actions taken to reduce risk, volatility and the liability associated with VF's U.S. pensionplan during the three months ended December 28, 2019.




(g) VF recognized a total impact of debt extinguishment of $68.2 million ($56.9 million after-tax) during the three months ended March 28, 2020 as a result of the premiums, amortizationand fees associated with cash tender offers for VF's outstanding 2033 and 2037 notes and the full redemption of VF's outstanding 2021 notes.

(h) VF recorded a net tax benefit of $164.4 million and net tax expense of $70.8 million during the three months ended September 28, 2019 and March 28, 2020, respectively, related to theSwiss Tax Act. Full year impact of the Swiss Tax Act resulted in a net tax benefit of $93.6 million.

(i) VF recorded transaction and deal-related costs of $16.0 million ($13.3 million after-tax), $37.3 million ($33.6 million after-tax), $11.8 million ($8.7 million after-tax) and $11.1 million ($8.6million after-tax) during the three months ended June 30, 2018, September 29, 2018, December 29, 2018 and March 30, 2019, respectively. Full year transaction and deal-relatedcosts totaled $76.2 million ($64.2 million after-tax). Transaction and deal-related costs include acquisition and integration costs related to the acquisitions of Williamson-Dickie and theIcebreaker® and Altra® brands, and divestiture costs related to the sale of the Reef® brand business. The costs also include separation and related expenses associated with the spin-off of the Jeans business that did not meet the criteria for discontinued operations and non-operating losses on sale related primarily to the divestitures of the Reef® brand and VanMoer business.

(j) VF recorded relocation costs of $10.7 million ($8.0 million after-tax), $6.0 million ($4.4 million after-tax) and $30.7 million ($22.9 million after-tax) during the three months endedSeptember 29, 2018, December 29, 2018 and March 30, 2019, respectively. Full year relocation costs totaled $47.4 million ($35.3 million after-tax). Relocation costs primarily includecosts associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado.

(k) VF recorded costs related to strategic business decisions to cease operations in Argentina and planned business model changes in certain other countries in South America, whichtotaled $11.4 million ($11.3 million after-tax) during the three months ended March 30, 2019.

(l) VF recorded a net tax benefit of $2.8 million, net tax expense of $15.8 million, net tax expense of $10.4 million and net tax expense of $13.9 million during the three months ended June30, 2018, September 29, 2018, December 29, 2018 and March 30, 2019, respectively, related to measurement period adjustments related to the provisional net charge andsubsequent adjustments related to published U.S. Tax Act regulations. Full year impact of the U.S. Tax Act resulted in net tax expense of $37.3 million.

(m) Per share amounts are computed independently for each quarter presented using unrounded numbers. The sum of the quarters may not equal the total year amount due to the impactof changes in average quarterly shares outstanding and rounding.

Schedule II — Valuation and Qualifying Accounts

COL. A COL. B COL. C COL. D COL. E ADDITIONS

Description

Balance atBeginningof Period

(1)Charged toCosts andExpenses

(2)Charged to

OtherAccounts Deductions

Balance atEnd ofPeriod

(In thousands) Year Ended March 2020

Allowance for doubtful accounts $ 19,009 $ 32,927 $ — $ 14,837 (a) $ 37,099 Valuation allowance for deferred income tax assets $ 177,987 — — 5,075 (b) $ 172,912

Year Ended March 2019 Allowance for doubtful accounts $ 19,059 16,280 — 16,330 (a) $ 19,009 Valuation allowance for deferred income tax assets $ 217,451 — — 39,464 (b) $ 177,987

Three Months Ended March 2018 Allowance for doubtful accounts $ 22,126 2,264 — 5,331 (a) $ 19,059 Other accounts receivable allowances $ 166,241 343,239 — 359,238 (c) $ 150,242 Valuation allowance for deferred income tax assets $ 216,584 — 867 (d) — $ 217,451

Year Ended December 2017 Allowance for doubtful accounts $ 20,013 16,798 — 14,685 (a) $ 22,126 Other accounts receivable allowances $ 119,843 1,189,700 — 1,143,302 (c) $ 166,241 Valuation allowance for deferred income tax assets $ 110,220 — 106,364 (d) — $ 216,584

(a) Deductions include accounts written off, net of recoveries, and the effects of foreign currencytranslation.

(b) Deductions relate to changes in circumstances which increase the amount of deferred income tax assets that will, more likely than not, be realized, and the effects of foreign currencytranslation.

(c) Deductions include discounts, markdowns and returns, and the effects of foreign currencytranslation.

(d) Additions relate to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign currencytranslation.


Exhibit 4(T)

DESCRIPTION OF SECURITIES

V.F. Corporation (“VF,” the “Company,” “we,” “us,” or “our”) has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). VF’s common stock is registered under Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange under the symbol“VFC”. VF’s (i) 0.625% Senior Notes due 2023, (ii) 0.250% Senior Notes due 2028 and (iii) 0.625% Senior Notes due 2032 are also registered under Section 12(b) of theExchange Act and are listed on the New York Stock Exchange under the symbols “VFC23,” “VFC28” and “VFC32,” respectively.

Common Stock

The following description of our capital stock is based upon our articles of incorporation, which were restated as of October 21, 2013 (the “Articles ofIncorporation”), our amended and restated by-laws, which were amended as of May 12, 2020 (the “By-laws”), and applicable provisions of law. We have summarized certainportions of the Articles of Incorporation and By-laws below. The summary is not complete. The Articles of Incorporation and By-laws are filed as exhibits to our most recentAnnual Report on Form 10-K and are incorporated by reference herein. Holders should read the Articles of Incorporation and By-laws for the provisions that are important tothem.

Certain provisions of the Pennsylvania Business Corporation Law, as amended (the “BCL”), the Articles of Incorporation and By-laws could have the effect ofdelaying, deferring or preventing a tender offer, change in control or the removal of existing management that a shareholder might consider in its best interests, includingthose attempts that might result in a premium over the market price for its shares.

Authorized Capital Stock

Our Articles of Incorporation authorize us to issue 1,200,000,000 shares of common stock, without par value, and 25,000,000 shares of preferred stock, par value$1.00 per share.

Common Stock

As of March 28, 2020, there were 388,812,158 shares of common stock issued and outstanding, which were held of record by 3,094 shareholders. The holders ofcommon stock are entitled to one vote per share (which is non-cumulative) on all matters to be voted upon by the shareholders. Subject to preferences that may be applicableto any outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out offunds legally available therefor. In the event of the liquidation, dissolution or winding up of VF, the holders of common stock are entitled to share ratably in all assetsremaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversionrights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paidand non-assessable. The common stock is listed on the New York Stock Exchange. The transfer agent and registrar for the common stock is Computershare Trust Company,N.A., P.O. Box 43126, Providence, Rhode Island 02940.

Preferred Stock

Under the Articles of Incorporation, the board of directors is authorized to provide for the issuance of up to 25,000,000 shares of preferred stock, par value $1.00 pershare, in one or more series, with such voting powers, full or limited and the number of votes per share, or without voting powers, and with such designations, preferences andrelative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be established in or pursuant to the resolution orresolutions providing for the issuance thereof to be adopted by the board of directors. Prior to the issuance of each series of preferred stock, the board of directors will adoptresolutions creating and designating such series as a series of preferred stock. As of March 28, 2020, there were no shares of preferred stock outstanding.

http://www.sec.gov/Archives/edgar/data/103379/000115752313004785/a50731644ex3i.htm


Certain Provisions of the Articles of Incorporation, the By-laws and Pennsylvania Law

Advance Notice of Proposals and Nominations

Notices of shareholder proposals and nominations for election of directors at the Company’s annual meeting of shareholders may be made by any shareholderentitled to vote only if written notice is given by the shareholder and received by the Secretary of the Company not less than 120 days before the anniversary of the date theCompany mailed its proxy materials for the prior year’s annual meeting of shareholders.

Supermajority Voting Provisions

Certain provisions of our Articles of Incorporation and By-laws require a greater percentage shareholders’ vote than a majority of the shares cast at a meeting atwhich a quorum of shareholders is present. For example, removal of directors requires approval by 80% of the votes that all shareholders would be entitled to cast at anyelection of directors. Our By-laws and Articles of Incorporation may only be amended, altered, repealed or new By-laws or Articles adopted upon approval by at least 80% ofthe votes entitled to be cast by shareholders, unless the change was proposed by a majority of the “disinterested directors” (as defined in the By-laws), in which case only amajority approval vote is required, or unless the change was approved by a majority vote of the disinterested directors.

Certain Anti-Takeover Effects of Pennsylvania Law

We are subject to Subchapter F of Chapter 25 of the BCL. Subchapter F applies to a transaction between a publicly traded corporation and an interested shareholder(defined generally to be any beneficial owner of 20% or more of the corporation’s voting stock). Subchapter F prohibits such a corporation from engaging in a “businesscombination” (as defined in the BCL) with an interested shareholder unless (i) the board of directors of such corporation gives approval to the proposed transaction or givesapproval to the interested shareholder’s acquisition of 20% of the shares entitled to vote in an election of directors of such corporation, in either case prior to the date on whichthe shareholder first becomes an interested shareholder (the “Share Acquisition Date”); (ii) the interested shareholder owns at least 80% of the stock of such corporationentitled to vote in an election of directors of such corporation, and no earlier than three months after such interested shareholder reaches such 80% level, the majority of theremaining shareholders approve the proposed transaction, shareholders receive a minimum “fair price” for their shares (as set forth in the BCL) in the transaction and theother conditions of Subchapter F are met; (iii) holders of all outstanding shares of common stock of the corporation approve the transaction; (iv) no earlier than five years afterthe Share Acquisition Date, a majority of the holders of the remaining shares entitled to vote in an election of directors approve the transaction; or (v) no earlier than five yearsafter the Share Acquisition Date, a majority of all holders of the shares of the corporation approve the transaction, all shareholders receive a minimum “fair price” for theirshares (as set forth in the BCL) and the other conditions of Subchapter F are met.

Under certain circumstances, Subchapter F of the BCL makes it more difficult for an interested shareholder to effect various business combinations with acorporation by imposing additional time delays and higher voting requirements with respect to such transactions. The provisions of Subchapter F should encourage personsinterested in acquiring us to negotiate in advance with our board of directors, since the five-year delay and higher shareholder voting requirements would not apply if suchperson, prior to acquiring 20% of our voting shares, obtained the approval of our board for such acquisition or for the proposed business combination transaction.

Subchapter F of the BCL will not prevent a hostile takeover of VF. It may, however, make more difficult or discourage a takeover of VF or the acquisition of controlof VF by a significant shareholder and thus the removal of incumbent management. Some shareholders may find this disadvantageous in that they may not be afforded theopportunity to participate in takeovers that are not approved as required by Subchapter F but in which shareholders might receive, for at least some of their shares, asubstantial premium above the market price at the time of a tender offer or other acquisition transaction.

We are also subject to Section 2538 of Subchapter D of Chapter 25 of the BCL and Subchapter E of Chapter 25 of the BCL. Section 2538 requires the approval of amajority of the disinterested shareholders with respect to certain transactions between an “interested shareholder” (as defined in Section 2538) and a publicly tradedcorporation unless

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certain procedural requirements are satisfied. Subchapter E of Chapter 25 of the BCL requires a “controlling person,” defined generally as a person who acquires 20% or moreof the voting shares of a publicly traded corporation, to offer to purchase the shares of all other shareholders at “fair value” (determined as provided in Subchapter E). Fairvalue for this purpose is defined as a value not less than the highest price paid per share by the controlling person during the 90-day period ending on and including the datethe controlling person acquired 20% or more of the voting shares of the corporation, plus any control premium that is not already reflected in such price.

Subchapter G of Chapter 25 of the BCL also contains certain provisions applicable to a publicly traded corporation pursuant to which, under certain circumstances,“control shares” (as defined in the BCL) lose voting rights until restored by a vote of a majority of disinterested shares and a majority of the outstanding shares. Thecorporation may redeem the control shares if the acquiring person does not request restoration of voting rights. Subchapter H of Chapter 25 of the BCL requires thedisgorgement of profits realized from the disposition of certain stock occurring 18 months after a person or group becomes a “controlling person” or group (as defined in theBCL). Subchapter I of Chapter 25 of the BCL mandates severance compensation for eligible employees whose employment is terminated within a certain period following arestoration of voting rights to control shares under Subchapter G of Chapter 25. We have opted out of the provisions contained in Subchapters G, H and I of Chapter 25 of theBCL.

Notes

General

The following is a description of the material terms and conditions of our (i) 0.625% Senior Notes due 2023 (the “2023 Notes”), (ii) 0.250% Senior Notes due 2028(the “2028 Notes”) and (iii) 0.625% Senior Notes due 2032 (the “2032 Notes” and, collectively with the 2023 Notes and the 2028 Notes, the “Notes”). Each series of Noteshas been issued under an Indenture which we entered into with The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York TrustCompany, N.A., as trustee (the “Trustee”), on October 15, 2007 (the “Base Indenture”), as supplemented by the third supplemental indenture, in the case of the 2023 Notes,which we entered into with the Trustee, as trustee, and The Bank of New York Mellon, London Branch, as paying agent on September 20, 2016 (the “Third SupplementalIndenture”), and as supplemented by the fourth supplemental indenture, in the case of the 2028 Notes and the 2032 Notes, which we entered into with the Trustee, as trustee,and The Bank of New York Mellon, London Branch, as paying agent on February 25, 2020 (the “Fourth Supplemental Indenture” and, together with the Third SupplementalIndenture, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”), and are our unsecured obligations. As of March 28, 2020, there were $939.7million aggregate principal amount of the 2023 Notes outstanding,$547.6 million aggregate principal amount of the 2028 Notes outstanding and $543.2 million aggregateprincipal amount of the 2032 Notes outstanding. Capitalized terms used but not defined in this section have the meanings assigned in the Base Indenture or the applicableSupplemental Indenture.

We have summarized certain portions of the Indenture below. The summary is not complete. The Base Indenture and the Supplemental Indentures are filed as exhibits to ourmost recent Annual Report on Form 10-K. Holders should read the Base Indenture and the Supplemental Indentures for the provisions that are important to them. TheIndenture is subject to and governed by the Trust Indenture Act of 1939, as amended, and the laws of the State of New York. We have also included references in parenthesesto certain sections of the Base Indenture. Because this section is a summary, it does not describe every aspect of each series of Notes. This summary is subject to and qualifiedin its entirety by reference to all the provisions of the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, including definitions ofcertain terms used in the Indenture.

Ranking

The Notes are not secured by any of our property or assets. Accordingly, holders are unsecured creditors of the Company. The Notes are not subordinated to any ofthe Company’s other debt obligations and therefore rank equally with all of the Company’s other unsecured and unsubordinated indebtedness.

The Notes effectively rank junior to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness, and are structurallysubordinated to any existing or future indebtedness and liabilities of our subsidiaries, none of which guarantee the Notes. Indebtedness of our subsidiaries and obligations andliabilities

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of our subsidiaries are structurally senior to the Notes since, in the event of a bankruptcy, liquidation, dissolution, reorganization or other winding up, the assets of oursubsidiaries will be available to pay the Notes only after the subsidiaries’ indebtedness and other obligations and liabilities are paid in full. If that happens, we may not havesufficient assets remaining to pay the amounts due on any or all of the applicable series of Notes then outstanding. The Indenture does not limit our ability or the ability of anyof our subsidiaries to issue additional debt.

As of March 28, 2020, we had total outstanding indebtedness of $3.8 billion, and an additional $1.0 billion of unutilized capacity under our senior unsecuredrevolving line of credit, after giving effect to outstanding commercial paper borrowings of $215.0 million and standby letters of credit of $18.4 million.

The Indenture does not limit the incurrence of indebtedness by the Company or any of its subsidiaries. The Company and its subsidiaries may be able to incursubstantial amounts of additional indebtedness in certain circumstances. Such indebtedness may be senior indebtedness and, subject to certain limitations, may be secured. See“-Covenants-Restrictions on Mortgages and Other Liens” below. The Notes of each series are effectively subordinated to all of our existing and future secured debt andstructurally subordinated to all existing and future liabilities of our subsidiaries. This may affect the ability of holders to receive payments on the applicable series of Notes.

Principal, Maturity and Interest

The Notes are our general, unsecured obligations. We issued each series of Notes in minimum denominations of €100,000 and integral multiples of €1,000 in excessthereof. We limited the initial aggregate principal amount of the 2023 Notes to €850,000,000, the 2028 Notes to €500,000,000 and the 2032 Notes to €500,000,000. However,the Indenture does not limit the aggregate principal amount of Notes of each series that we may issue, and we may issue additional notes of each series in amounts that exceedthe initial amount at any time having identical terms and conditions as the applicable series of Notes, other than the date of issuance and, under certain circumstances, the firstinterest payment date and the date from which interest thereon will begin to accrue, without holder consent and without notifying holders; provided, however, that, if suchadditional notes are not fungible with the applicable series of Notes for U.S. federal income tax purposes, such additional notes will have one or more separate CUSIPnumbers, ISINs and/or Common Codes from such series of Notes. Under the Indenture, the Notes of each series and any such additional notes we may issue will be treated asa single series for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. We also may, without the consent of the holders,issue other series of debt securities under the Indenture in the future on terms and conditions different from each series of the Notes.

The 2023 Notes will mature on September 20, 2023, the 2028 Notes will mature on February 25, 2028 and the 2032 Notes will mature on February 25, 2032, unlessredeemed in whole or in part as described below under “-Optional Redemption.” The Notes of each series are not be subject to any mandatory redemption or sinking fundpayments.

We may at any time and from time to time acquire each series of Notes by means other than a redemption, whether by tender offer, open market purchases,negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

The 2023 Notes bear interest at the rate of 0.625% per annum from September 20, 2016, payable annually in arrears on September 20 of each year, commencingSeptember 20, 2017, to the persons in whose names the 2023 Notes are registered at the close of business on the business day next preceding the relevant interest paymentdate, or in the event the 2023 Notes cease to be held in the form of one or more global notes, at the close of business on the September 5 immediately prior to that interestpayment date, whether or not a business day. The 2028 Notes bear interest at the rate of 0.250% per annum from February 25, 2020, payable annually in arrears on February25 of each year, commencing February 25, 2021, to the persons in whose names the 2028 Notes are registered at the close of business on the business day next preceding therelevant interest payment date, or in the event the 2028 Notes cease to be held in the form of one or more global notes, at the close of business on the February 10 immediatelyprior to that interest payment date, whether or not a business day. The 2032 Notes bear interest at the rate of 0.625% per annum from February 25, 2020, payable annually inarrears on February 25 of each year, commencing February 25, 2021, to the persons in whose names the 2032 Notes are registered at the close of business on the business daynext preceding the relevant interest payment date, or in the event the 2032 Notes cease to be held in the form of one or more global notes, at the close of business

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on the February 10 immediately prior to that interest payment date, whether or not a business day. Interest on each series of Notes is computed on the basis of the actualnumber of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the applicableseries of Notes, to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebookof the International Capital Market Association.

We pay the principal of and interest on each Note of each series to the registered holder in euros in immediately available funds. Notwithstanding anything to thecontrary in this summary, so long as the Notes of each series are in book-entry form, we will make payments of principal and interest through the paying agent.

Issuance in Euro; Payments on the Notes

Initial holders were required to pay for the applicable series of Notes in euro, and all payments of principal of, the redemption price (if any), the repurchase priceupon a Change of Control Repurchase Event (as defined below, if any), and interest and additional amounts (as defined below, if any), on the applicable series of Notes, willbe payable in euros, provided, that if on or after the original issue date of the applicable series of Notes, the euro is unavailable to us due to the imposition of exchangecontrols or other circumstances beyond our control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted theeuro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of theapplicable series of Notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount payable on any date in euro withrespect to the applicable series of Notes will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the secondbusiness day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recentU.S. dollar/euro exchange rate available on or prior to the second business day prior to the relevant payment date as determined by us in our sole discretion. Any payment inrespect of the applicable series of Notes so made in U.S. dollars will not constitute an event of default under the applicable series of Notes or the Indenture. Neither the trusteenor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references in this summary to payments being madein euros notwithstanding, payments shall be made in U.S. dollars to the extent set forth under this heading “-Issuance in Euro; Payments on the Notes.”

The March 27, 2020 closing euro/U.S. dollar exchange rate was €1.00 = U.S. $1.1098, as published by Bloomberg L.P. Holders are subject to foreign exchange risksas to payments of principal and interest that may have important economic and tax consequences to them.

Listing

The Notes are listed on The New York Stock Exchange. We have no obligation to maintain such listing, and we may delist any series of Notes at any time.

Paying Agent and Registrar

The Bank of New York Mellon, London Branch, acts as paying agent for the Notes. The Bank of New York Mellon Trust Company, N.A. acts as registrar for theNotes. Upon notice to the Trustee, we may change any paying agent or registrar.

Business Day

The term “business day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or Londonare authorized or required by law, regulation or executive order to close and (2) for any payments to be made under the Indenture, such day shall also be a day on which theTrans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments.

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Optional Redemption

We may redeem any series of Notes in whole or in part at any time. If the 2023 Notes are redeemed before June 20, 2023, if the 2028 Notes are redeemed beforeDecember 25, 2027 or if the 2032 Notes are redeemed before November 25, 2031 (in each case, the date three months prior to the maturity date of the applicable series ofNotes (the “Make Whole Call Date”)), the redemption price will equal the greater of:

• 100% of the principal amount being redeemed;and

• the sum calculated by the Company of the present value of the remaining scheduled payments of principal and interest on the applicable series of Notes tobe redeemed if such series of Notes matured on the applicable Make Whole Call Date (excluding any portion of such payments of interest accrued as of thedate of redemption), discounted to the date of redemption on an annual basis (assuming ACTUAL/ACTUAL (ICMA)) at the applicable ComparableGovernment Bond Rate (as defined below), plus 15 basis points (with respect to the 2023 Notes and the 2028 Notes) or 20 basis points (with respect to the2032 Notes), plus, in each case, accrued and unpaid interest, to, but excluding, the date of redemption.

If the applicable series of Notes are redeemed on or after the applicable Make Whole Call Date, the redemption price for the Notes of such series will equal 100% ofthe principal amount of the Notes of such series then outstanding to be redeemed. The redemption price for the Notes of such series will include accrued interest on the Notesof such series being redeemed, to, but excluding, the date of redemption.

Installments of interest on the applicable series of Notes being redeemed that are due and payable on interest payment dates falling on or prior to a redemption dateshall be payable on the interest payment date to the holders as of the close of business on the relevant regular record date according to the applicable Notes and the Indenture.

Notice of any redemption will be mailed (or delivered by electronic transmission in accordance with the applicable procedures of Euroclear and Clearstream) at least30 days but not more than 60 days before the redemption date to each holder of the applicable series of Notes to be redeemed.

Unless we default in payment of the redemption price on or after the redemption date, interest will cease to accrue on the applicable series of Notes called forredemption on the date of such redemption.

If less than all of the applicable series of Notes are to be redeemed, the applicable series of Notes to be redeemed shall be selected by the trustee pro rata or by lot, orotherwise in accordance with the applicable procedures of Clearstream and Euroclear.

The Notes of each series are also subject to redemption prior to maturity if certain events occur involving U.S. taxation. If any of these special tax events do occur,the applicable series of Notes will be redeemed at a redemption price of 100% of their principal amount plus accrued and unpaid interest to, but excluding, the date ofredemption. See “-Redemption for Taxation Reasons.”

Definitions

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bankselected by us, a German government bond whose maturity is closest to the maturity of the applicable series of Notes (assuming, for this purpose, that such series of Notesmatures on the Make Whole Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other Germangovernment bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by us,determine to be appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the yield-to-maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being roundedupwards), on the third business day prior to the date fixed for redemption of the Comparable Government Bond on the basis of the middle market price of the ComparableGovernment Bond

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prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us.

Payment of Additional Amounts

With respect to each series of Notes, we will, subject to the exceptions and limitations set forth below, pay such additional amounts on the applicable series of Notesas are necessary in order that the net payment by us of the principal of, premium, if any, and interest on the applicable series of Notes to a beneficial owner who is not aUnited States person (as defined below), after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United Statesor a taxing authority in the United States, will not be less than the amount provided in the applicable series of Notes to be then due and payable; provided, however, that theforegoing obligation to pay additional amounts shall not apply:

(1) to any tax, assessment or other governmental charge that is imposed by reason of the holder of a Note (or the beneficial owner for whose benefit such holderholds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or aperson holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(a) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, thereceipt of any payment thereon or the enforcement of any rights under the Indenture or the Notes), including being or having been a citizen orresident of the United States, being or having been engaged in a trade or business in the United States or having or having had a permanentestablishment in the United States;

(b) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United Statesincome tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;

(c) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of1986, as amended to the date hereof (the “Code”), or any successor provision; or

(d) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade orbusiness;

(2) to any holder that is not the sole beneficial owner of the applicable series of Notes, or a portion of such Notes, or that is a fiduciary, partnership or limitedliability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or abeneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of additional amounts had thebeneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or beneficial owner of the applicableseries of Notes to comply, to the extent it is legally able to do so, with certification, identification or information reporting requirements concerning thenationality, residence, identity or connection with the United States of the holder or beneficial owner of the applicable series of Notes, if compliance isrequested with proper notice and required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treatyto which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from thepayment;

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(5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmentalcharge;

(6) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Noteof the applicable series of Notes, if such payment can be made without such withholding by presenting such Note (where presentation is required) to at leastone other paying agent;

(7) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note of the applicableseries of Notes, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or thedate on which payment thereof is duly provided for, whichever occurs later;

(8) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), anycurrent or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatorylegislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections ofthe Code; or

(9) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and(8).

Each series of Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except asspecifically provided under this heading “-Payment of Additional Amounts,” we will not be required to make any payment for any tax, assessment or other governmentalcharge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “-Payment of Additional Amounts” and under the heading “-Redemption for Taxation Reasons”, the term “United States” means theUnited States of America, the states of the United States, and the District of Columbia, and the term “United States person” means any individual who is a citizen or residentof the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state ofthe United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Any references in this summary to principal, premium, interest or any other amount payable in respect of the applicable series of Notes shall be deemed to includeadditional amounts, as the context shall require. If we shall be obligated to pay any additional amounts with respect to any payment under or with respect to the applicableseries of Notes, we will deliver to the trustee a certificate of an officer stating that such additional amounts shall be payable and the amounts so payable and setting forth suchother information as is necessary to enable the trustee or other paying agent to pay such additional amounts to the holders of such applicable series of Notes on the paymentdate. We will make copies of such certificate, as well as copies of tax receipts or other documentation evidencing the payment of the associated taxes or other charges,available to the holders or beneficial owners of the applicable series of Notes upon written request.

Redemption for Taxation Reasons

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority inthe United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change oramendment is announced or becomes effective on or after September 13, 2016, in the case of the 2023 Notes, or February 18, 2020, in the case of the 2028 Notes and the2032 Notes, we become or, based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts as described herein underthe heading “-Payment of Additional Amounts” with respect to any series of Notes and such obligation cannot be avoided by the use of reasonable measures available to us,then we may at any time at our option redeem, in whole, but not in part, the such series of Notes on not less than 30 nor more than 60 days prior notice, at a redemption priceequal to 100% of

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their principal amount, together with accrued and unpaid interest on such series of Notes to, but excluding, the date fixed for redemption.

Repurchase upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs with respect to any series of Notes, unless we have exercised our right to redeem all theapplicable series of Notes as described above, we will make an offer to each holder of the applicable series of Notes to repurchase all or any part (in integral multiples of€1,000) of that holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued andunpaid interest on such Notes repurchased, to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at our option,prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, we will mail (or deliver by electronic transmissionin accordance with the applicable procedures of Euroclear and Clearstream) a notice to each holder, with a copy to the trustee, describing the transaction or transactions thatconstitute or may constitute the Change of Control Repurchase Event and offering to repurchase such Notes on the payment date specified in the notice, which date will be noearlier than 30 days and no later than 60 days from the date such notice is mailed (or delivered by electronic transmission in accordance with the applicable procedures ofEuroclear and Clearstream). The notice will, if mailed (or delivered by electronic transmission in accordance with the applicable procedures of Euroclear and Clearstream)prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or priorto the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws andregulations are applicable in connection with the repurchase of the applicable series of Notes as a result of a Change of Control Repurchase Event. To the extent that theprovisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of such series of Notes, we will comply with the applicablesecurities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of such series of Notes byvirtue of such conflict.

On the Change of Control Repurchase Event payment date with respect to a series of Notes, we will, to the extent lawful:

• accept for payment all Notes or portions of Notes of the applicable series (in integral multiples of €1,000) properly tendered pursuant to ouroffer;

• deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes of the applicable series properlytendered; and

• deliver or cause to be delivered to the trustee the Notes of the applicable series properly accepted, together with an officers’ certificate stating the aggregateprincipal amount of such Notes being purchased by us.

The trustee will promptly mail (or deliver by electronic transmission in accordance with the applicable procedures of Euroclear and Clearstream) to each holder of theapplicable series of Notes properly tendered the repurchase price for such Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry)to each holder a new Note of the applicable series equal in principal amount to any unpurchased portion of any Notes of the applicable series surrendered; provided, that eachnew Note of the applicable series will be in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

We will not be required to make an offer to repurchase the applicable series of Notes upon a Change of Control Repurchase Event if a third party makes such anoffer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and such third party purchases all Notes of the applicable seriesproperly tendered and not withdrawn under its offer. In addition, the Company will not be required to make an offer to repurchase the Notes of the applicable series upon aChange of Control Repurchase Event if such Notes have been or are called for redemption by the Company prior to it being required to deliver notice of the Change ofControl Repurchase Event,

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and thereafter redeems all such Notes called for redemption in accordance with the terms set forth in such redemption notice. Notwithstanding anything to the contrarycontained herein, a revocable offer to repurchase the applicable series of Notes upon a Change of Control Repurchase Event may be made in advance of a Change of ControlRepurchase Event, conditioned upon the consummation of the relevant Change of Control Repurchase Event, if a definitive agreement is in place for the applicable Change ofControl at the time such offer to repurchase is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” ofour and our subsidiaries’ properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no preciseestablished definition of this phrase under applicable law. Accordingly, the ability of a holder of an applicable series of Notes to require us to repurchase such holder’s Notesas a result of a sale, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

Definitions

“Below Investment Grade Rating Event” means, with respect to each series of Notes, that the applicable series of Notes are rated below Investment Grade by each ofthe Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period followingpublic notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of such Notes is under publicly announced consideration forpossible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shallnot be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of thedefinition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do notannounce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance composed of orarising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the BelowInvestment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way ofmerger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of VF and its subsidiaries taken as a whole to any“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than VF or one of its subsidiaries; (2) the consummation of any transaction (including, withoutlimitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner(as such term is used in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the then-outstanding number of shares of VF’s Voting Stock;(3) the consummation by VF of a consolidation with, or merger with or into, any person or entity, or the consummation by any person or entity of a consolidation with, ormerger with or into, VF, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of VF is converted into or exchanged for cash, securities orother property, other than any such transaction where the Voting Stock of VF outstanding immediately prior to such transaction constitute, or are converted into or exchangedfor, a majority of the Voting Stock of the surviving person or entity immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the liquidationor dissolution of VF.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch Inc., and its successors or any successor to its rating agency business.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better byS&P (or its equivalent under any successor rating categories of S&P); and a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories ofFitch); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to its rating agency business.

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“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the applicable series of Notes or fails to make arating of such Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of theExchange Act, selected by us as a replacement agency for Fitch, Moody’s or S&P, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc. or any successor to its rating agency business.

“Voting Stock” means, with respect to any specified person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies,entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of sucha contingency.

Modification and Waiver

There are three types of changes that can be made to the Indenture and the Notes of any series:

• Changes requiring holder approval. First, the consent of each affected Note holder is requiredto:

• change the stated maturity of the principal or interest on aNote;

• reduce any amounts due on aNote;

• reduce the amount of principal payable upon acceleration of the maturity of a Note following adefault;

• change the place or currency of payment on aNote;

• impair a holder’s right to sue forpayment;

• reduce the percentage of holders of Notes whose consent is needed to modify or amend theIndenture;

• reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the Indenture or to waive certaindefaults; or

• modify any other aspect of the provisions dealing with modification and waiver of the Indenture. (See Section 9.02 of the BaseIndenture)

• Changes requiring a majority vote. The second type of change to the Indenture and the Notes requires a vote in favor by holders of Notes owning a majorityof the outstanding aggregate principal amount of each series of Notes affected. Most changes fall into this category. A majority vote would also be requiredfor us to obtain a waiver of all or part of the restrictive covenants described below, or a waiver of a past default. However, we cannot obtain a waiver of apayment default or any other aspect of the Indenture or the Notes listed in the first category described above under “-Changes requiring holder approval”unless we obtain individual holder consent to the waiver. (See Sections 5.13 and 9.02 of the Base Indenture)

• Changes not requiring holder approval. The third type of change does not require any vote by holders of Notes. This type is limited to clarifications andcertain other changes that would not adversely affect holders of the Notes. (See Section 9.01 of the Base Indenture)

Notes of any series will not be considered outstanding, and therefore will not be eligible to vote on any matter, if we have deposited or set aside in trust for holdersthereof money for their payment or redemption. Notes will also not be eligible to vote if they have been fully defeased as described under “-Defeasance-Full Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Notes that are entitled to vote or take otheraction under the Indenture. In certain limited circumstances,

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the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series,that vote or action may be taken only by persons who are holders of outstanding Notes of that series on the record date and must be taken within 180 days following therecord date. We may shorten or lengthen (but not beyond 180 days) this period from time to time. (See Section 1.04 of the Base Indenture)

Covenants

In the Indenture, we agree to restrictions that limit our and our Subsidiaries’ (as defined below) ability to create liens or enter into sale and leaseback transactions.

Restrictions on Mortgages and Other Liens

We will not, nor will we permit any Subsidiary to, issue, assume or guarantee any debt secured by a Mortgage (as defined below) upon any Principal Property (asdefined below) or on any shares of stock or indebtedness of any Restricted Subsidiary (as defined below) without providing that the Notes (together with, if we so determine,any other indebtedness of or guaranteed by us or such Restricted Subsidiary ranking equally with the notes then existing or thereafter created) will be secured equally andratably with such debt, except that the foregoing restrictions do not apply to:

(i) Mortgages on property, shares of stock or indebtedness of or guaranteed by any corporation existing at the time such corporation becomes a RestrictedSubsidiary;

(ii) Mortgages on property existing at the time of acquisition thereof, or to secure the payment of all or part of the purchase price of such property, or to securedebt incurred or guaranteed for the purpose of financing all or part of the purchase price of such property or construction or improvements thereon, whichdebt is incurred or guaranteed prior to, at the time of, or within 120 days after the later of such acquisition, completion of such improvements orconstruction, or commencement of full operation of such property;

(iii) Mortgages securing debt owing by any Restricted Subsidiary to the Company or another RestrictedSubsidiary;

(iv) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with us or a Restricted Subsidiary or at the timeof a purchase, lease or other acquisition of the property of a corporation or firm as an entirety or substantially as an entirety by us or a Restricted Subsidiary;

(v) Mortgages on our property or that of a Restricted Subsidiary in favor of the United States or any state or political subdivision thereof, or in favor of anyother country or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any indebtedness incurred orguaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages (including,but not limited to, Mortgages incurred in connection with pollution control industrial revenue bond or similar financing);

(vi) Mortgages existing on the date of the Indenture;and

(vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in any of theforegoing clauses.

Notwithstanding the above, we or our Subsidiaries may, without securing the Notes, issue, assume or guarantee secured debt which would otherwise be subject tothe foregoing restrictions, provided that after giving effect thereto the aggregate amount of debt which would otherwise be subject to the foregoing restrictions thenoutstanding (not including secured debt permitted under the foregoing exceptions) does not exceed 15% of the shareholders’ equity of the Company and its consolidatedSubsidiaries as of the end of the previous fiscal year. (See Section 10.08 of the Base Indenture)

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Restrictions on Sale and Leaseback Transactions

Sale and leaseback transactions by us or any Restricted Subsidiary of any Principal Property (whether now owned or hereafter acquired) are prohibited unless:

(i) the Company or such Restricted Subsidiary would be entitled under the Indenture to issue, assume or guarantee debt secured by a Mortgage upon suchPrincipal Property at least equal in amount to the Attributable Debt (as defined below) in respect of such transaction without equally and ratably securing theNotes, provided that such Attributable Debt shall thereupon be deemed to be debt subject to the provisions described above under “-Restrictions onMortgages and Other Liens,” or

(ii) the Company applies, within 90 days of the effective date of such sale and leaseback transaction, an amount in cash equal to such Attributable Debt to theretirement (other than mandatory retirement or by way of payment at maturity) of non-subordinated debt of the Company or a Restricted Subsidiary whichby its terms matures at, or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee, to a date more thantwelve months after the date of the creation of such debt. (See Section 10.09 of the Base Indenture)

The restrictions described above do not apply to:

(i) such transactions involving leases with a term of up to threeyears,

(ii) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries,or

(iii) leases of any Principal Property entered into within 120 days after the later of the acquisition, completion of construction or commencement of full operationof such Principal Property.

Definitions

“Attributable Debt” means the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of a lessee for net rental paymentsduring the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Mortgage” means any mortgage, pledge, lien or other encumbrance.

“Principal Property” means any manufacturing plant or facility located within the United States (other than its territories and possessions) owned by the Company orany Subsidiary, except any such plant or facility which, in the opinion of the board of directors of the Company, is not of material importance to the business conducted by theCompany and its Subsidiaries, taken as a whole.

“Restricted Subsidiary” means a Subsidiary which owns or leases any Principal Property.

“Subsidiary” means any corporation, partnership or other legal entity of which, in the case of a corporation, more than 50% of the outstanding voting stock is owned,directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or, in the case of any partnership or otherlegal entity, more than 50% of the ordinary equity capital interests is directly or indirectly owned or controlled by the Company or by one or more other Subsidiaries or by theCompany and one or more other Subsidiaries.

(See Section 1.01 of the Base Indenture)

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Mergers and Similar Events

We may not consolidate with or merge into any other person (as defined in Section 1.01 of the Base Indenture) or convey, transfer or lease our properties and assetssubstantially as an entirety, unless:

(i) the successor person is a corporation, partnership or trust organized and validly existing under the laws of the United States of America, any state thereof orthe District of Columbia, and expressly assumes our obligations on the Notes and under the Indenture;

(ii) immediately after giving effect to such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event ofdefault, would occur and be continuing; and

(iii) after giving effect to such transaction, neither we nor the successor person, as the case may be, would have outstanding indebtedness secured by anymortgage or other encumbrance prohibited by the provisions of our restrictive covenant relating to liens or, if so, shall have secured the Notes equally andratably with (or prior to) any indebtedness secured thereby. (See Section 8.01 of the Base Indenture)

Defeasance

Full Defeasance

If there is a change in U.S. federal income tax law or an Internal Revenue Service ruling, as described below, we can legally release ourselves from any payment orother obligations on the Notes of any series (this is called “full defeasance”) if, among other things:

• we deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations (defined below) ora combination thereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest,principal and any other payments on the Notes as such payments become due;

• there is a change in U.S. federal income tax law or an Internal Revenue Service ruling that permits us to make the above deposit without causing thebeneficial owners of the Notes to be taxed on the Notes any differently than if we did not make the deposit and simply repaid the Notes; and

• we deliver to the trustee a legal opinion of our counsel confirming the tax law change describedabove.

If we accomplish full defeasance, holders would have to rely solely on the trust deposit for all payments on the Notes. Holders could not look to us for payment in theevent of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we became bankrupt or insolvent. (SeeSections 13.02 and 13.04 of the Base Indenture)

Covenant Defeasance

Under current U.S. federal income tax law, if we make the type of trust deposit described above, we can be released from some of the restrictive covenants in theIndenture. This is called “covenant defeasance.” In that event, holders would lose the benefit of those restrictive covenants but would gain the protection of having cash ineuros or euro-denominated European Government Obligations or a combination thereof set aside in trust to repay the Notes of any series. In order to achieve covenantdefeasance, we must:

• deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations or a combinationthereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest, principal and anyother payments on the Notes as such payments become due; and

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• deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit withoutcausing the beneficial owners of the Notes to be taxed on the notes any differently than if we did not make the deposit and simply repaid the notes.

If we accomplish covenant defeasance, the following provisions of the Indenture and the Notes would no longer apply:

• our obligations regarding the conduct of our business described above under “-Covenants,” and any other covenants applicable to the Notes described in thissummary;

• the conditions to our engaging in a merger or similar transaction, as described above under “-Covenants-Mergers and Similar Events”;and

• the events of default relating to breaches of covenants, certain events in bankruptcy, insolvency or reorganization, and acceleration of the maturity of otherdebt, described below under “-Events of Default.”

If we accomplish covenant defeasance, holders can still look to us for repayment of the Notes in the event of a shortfall in the trust deposit. In fact, if one of theremaining events of default occurred (such as our bankruptcy) and the Notes become immediately due and payable, such a shortfall could arise. Depending on the eventcausing the default, holders may not be able to obtain payment of the shortfall. (See Sections 13.03 and 13.04 of the Base Indenture)

“European Government Obligations” means any security that is (1) a direct obligation of the Federal Republic of Germany or any country that is a member of theEuropean Monetary Union whose long-term debt is rated “A-1” or higher by Moody’s or “A+” or higher by S&P or the equivalent rating category of another internationallyrecognized rating agency on the date of the Indenture, for the payment of which the full faith and credit of the Federal Republic of Germany or such country, respectively, ispledged or (2) an obligation of a person controlled or supervised by and acting as an agency or instrumentality of the Federal Republic of Germany or any such country thepayment of which is unconditionally guaranteed as a full faith and credit obligation by the Federal Republic of Germany or such country, respectively, which, in either caseunder the preceding clause (1) or (2), is not callable or redeemable at the option of the issuer thereof.

Events of Default

Holders will have special rights if an event of default occurs and is not cured, as described later in this subsection. The term “event of default” means any of thefollowing:

• we do not pay interest on a Note within 30 days of its duedate;

• we do not pay the principal or any premium on a Note on its duedate;

• we remain in breach of a restrictive covenant or any other term of the Indenture for 60 days after we receive a notice of default stating we are in breach. Thenotice must be sent by the trustee or holders of 10% of the outstanding aggregate principal amount of the Notes;

• we default under any other indebtedness having an aggregate principal amount outstanding of $100,000,000 or more in the aggregate, our obligation torepay is accelerated, and this repayment obligation remains accelerated for ten days after we receive a notice of default under the Notes as described in theprevious bullet point; or

• we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur. (See Section 3.01 of the BaseIndenture)

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Remedies if an Event of Default Occurs

If an event of default has occurred and has not been cured, the trustee or the holders of 25% in outstanding aggregate principal amount of the Notes may declare theentire principal amount of all the Notes to be due and immediately payable. This is called a “declaration of acceleration of maturity.” If an event of default occurs because ofcertain events of bankruptcy, insolvency or reorganization, the principal amount of all outstanding Notes will be automatically accelerated, without any action by the trustee orany holder. A declaration of acceleration of maturity may be canceled by the holders of a majority in aggregate outstanding principal amount of the Notes. (See Section 5.02 ofthe Base Indenture)

Except in cases of an event of default, where the trustee has some special duties, the trustee is not required to take any action under the Indenture at the request ofany holders unless the holders offer the trustee reasonable protection from expenses and liability (an “indemnity”). If reasonable indemnity is provided, the holders of amajority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking anyremedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the Indenture. (See Sections 6.03 and 5.12 of the BaseIndenture)

Before a holder bypasses the trustee and brings the holder’s own lawsuit or other formal legal action or take other steps to enforce the holder’s rights or protect theholder’s interests relating to the Notes, the following must occur:

• the holder must give the trustee written notice that an event of default has occurred and remainsuncured;

• the holders of 25% in aggregate principal amount of all the outstanding Notes must make a written request that the trustee take action because of the default,and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;

• the holders of a majority in aggregate principal amount of all the outstanding Notes must not have given the trustee any direction inconsistent with thatrequest; and

• the trustee must have not taken action for 60 days after the receipt of the above notice and offer of indemnity. (See Section 5.07 of the BaseIndenture)

A holder is, however, entitled at any time to bring a lawsuit for the payment of amounts due on the holder’s Notes on or after the relevant due date. (See Section 5.08of the Base Indenture)

The trustee, within 90 days after the occurrence of a default (meaning the events specified above without grace periods) with respect to the Notes, will give to theholders of the Notes notice of all uncured defaults known to it, provided that, except in the case of default in the payment of principal of (or premium, if any) or interest, if any,on any Note, or in the deposit of any sinking fund payment with respect to any Notes, the trustee will be protected in withholding such notice if it in good faith determines thatthe withholding of such notice is in the interest of the holders of the Notes. (See Section 6.02 of the Base Indenture)

We furnish to the trustee every year a written statement of certain of our officers certifying that to their knowledge we are in compliance with the Indenture and theNotes, or specifying the nature of any default. We will also notify the trustee if we become aware of the occurrence of any default and the steps to cure such default. (SeeSection 10.04 of the Base Indenture)

Book-Entry System; Delivery and Form; Global Note

The Notes of each series were issued in the form of one or more fully registered global notes deposited with, or on behalf of, a common depositary, and registered inthe name of the nominee of the common depositary for the accounts of Clearstream and Euroclear. Except under the circumstance described below, the global notes may betransferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees. A holder may hold the holder’s interests in the global notes in Europethrough Clearstream or Euroclear, either as a participant in such

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systems or indirectly through organizations which are participants in such systems. Clearstream and Euroclear hold interests in the global notes on behalf of their respectiveparticipating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names on the books of their respective depositaries. Book-entry interests in the Notes and all transfers relating to the Notes are reflected in the book-entry records of Clearstream and Euroclear.

Any secondary market trading of book-entry interests in the Notes takes place through Clearstream and Euroclear participants and settles in same-day funds. Ownersof book-entry interests in the Notes receive payments relating to their Notes in euro, except as described in this summary under “-Issuance in Euro; Payments on the Notes.”

Clearstream and Euroclear have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others,either directly or through custodians and depositaries. These links allow the Notes to be issued, held and transferred among the clearing systems without the physical transferof certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondarymarket.

The policies of Clearstream and Euroclear govern payments, transfers, exchanges and other matters relating to a holder’s interest in the Notes held by the holder. Wehave no responsibility for any aspect of the records kept by Clearstream or Euroclear or any of their direct or indirect participants. We also do not supervise these systems inany way.

Clearstream and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with theircustomers. Holders should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as provided below, owners of beneficial interests in the Notes are not entitled to have the Notes registered in their names, will not receive or be entitled toreceive physical delivery of the Notes in definitive form and will not be considered the owners or holders of the Notes under the Indenture, including for purposes ofreceiving any reports delivered by us or the trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a Note must rely on the procedures ofthe depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of aholder of notes.

We have been advised by Clearstream and Euroclear, respectively, as follows:

Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations(“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes inaccounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides Clearstream Participants with, among otherthings, services for safekeeping, administration, clearance and establishment of internationally traded securities and securities lending and borrowing. Clearstream interfaceswith domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of theFinancial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters,securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, and may include the underwriters. Indirect access to Clearstreamis also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant eitherdirectly or indirectly.

Distributions with respect to Notes held beneficially through Clearstream are credited to cash accounts of Clearstream Participants in accordance with its rules andprocedures.

Euroclear. Euroclear was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions betweenEuroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any riskfrom lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities

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lending and borrowing and interfaces with domestic markets in several markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the “EuroclearOperator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the EuroclearOperator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperativeestablishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and otherprofessional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodialrelationship with a Euroclear Participant, either directly or indirectly.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms and Conditions, andapplicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern:

• transfers of securities and cash withinEuroclear;

• withdrawal of securities and cash from Euroclear;and

• receipt of payments with respect to securities inEuroclear.

All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operatoracts under the terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding securities through EuroclearParticipants. Distributions with respect to interests in the Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants inaccordance with the Euroclear Terms and Conditions.

The information in this section concerning Clearstream and Euroclear’s respective book-entry systems has been obtained from sources that we believe to be reliable,but we take no responsibility for the accuracy of this information.

Clearance and Settlement Procedures. We understand that investors that hold their Notes through Clearstream or Euroclear accounts will follow the settlementprocedures that are applicable to conventional eurobonds in registered form. Notes will be credited to the securities custody accounts of Clearstream and Euroclear participantson the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlementdate.

We understand that secondary market trading between Clearstream and/or Euroclear participants will occur in the ordinary way following the applicable rules andoperating procedures of Clearstream and Euroclear. Secondary market trading will be settled using procedures applicable to conventional eurobonds in registered form.

Holders should be aware that holders will only be able to make and receive deliveries, payments and other communications involving the Notes through Clearstreamand Euroclear on the days when those clearing systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutionsare open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream and Euroclear on the same business day asin the United States. U.S. investors who wish to transfer their interests in the Notes, or to make or receive a payment or delivery of the Notes, on a particular day, may findthat the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used.

Clearstream or Euroclear will credit payments to the cash accounts of Clearstream Participants or Euroclear Participants, as applicable, in accordance with therelevant system’s rules and procedures, to the extent received by its depositary. Clearstream or the Euroclear Operator, as the case may be, will take any other actionpermitted to be taken by a holder under the Indenture on behalf of a Clearstream Participant or Euroclear Participant only in accordance with its relevant rules and procedures.

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Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the Notes among participants of Clearstream and Euroclear.However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Certificated Notes

If,

• Clearstream or Euroclear is no longer willing or able to discharge its responsibilities properly, and neither the trustee nor we have approved a qualifiedsuccessor within 90 days; or

• upon the request of a holder upon the occurrence and continuance of an event of default with respect to the Notes entitling the holders to accelerate thematurity thereof,

we will issue Notes in definitive form in authorized denominations in exchange for, all or part, as the case may be, the registered global note that had been held by thedepositary. Any Notes issued in definitive form in exchange for a registered global note will be registered in the name or names that the depositary gives to the trustee orrelevant agent of ours or the trustee. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect toownership of beneficial interests in the registered global note that had been held by the depositary. In addition, we may at any time determine in our discretion that the Notesshall no longer be represented by a global note, in which case we will issue Notes in definitive form in exchange for such global note pursuant to the procedure describedabove.

Regarding the Trustee

The trustee’s current address is The Bank of New York Mellon Trust Company, N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256.

The Indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in theIndenture. During the existence of an event of default, the trustee will exercise such rights and powers vested in its exercise as a prudent person would exercise under thecircumstances in the conduct of such person’s own affairs. (See Section 6.01 of the Base Indenture)

The Indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditorof the company, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee ispermitted to engage in other transactions with the Company or any affiliate. If it acquires any conflicting interest (as defined in the Indenture or in the Trust Indenture Act), itmust eliminate such conflict or resign. (See Sections 6.08 and 6.13 of the Base Indenture)

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Exhibit 10(F)

VF CORPORATION

DIRECTOR AWARD CERTIFICATE


Number of RSUs Awarded: ___

To: __________________________ (“Participant”)

I am pleased to advise you that you have been awarded the number of Restricted Stock Units (“RSUs”) set forth above under VF Corporation’s 1996 Stock CompensationPlan, as amended (the “1996 Plan”), subject to the terms and conditions set forth in the 1996 Plan and the attached Appendix.

VF CORPORATION

By: /s/ Steven E. RendleSteven E. RendleChairman of the Board, President andChief Executive Officer

Dated: ________________ (“Grant Date”)

VF CORPORATION

APPENDIX TO

DIRECTOR AWARD CERTIFICATE

Terms and Conditions Relating toRestricted Stock Units

1. Grant of RSUs.

(a) Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the“Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporatedby reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is anyconflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant ofthe RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time.

(b) Certain Restrictions. RSU granted to Participant hereunder are fully vested on the Grant Date. Until such time as each RSU has become settled by delivery of a share inaccordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conductand related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which mayinclude “blackout” periods during which Participant may not engage in such sales.

2. General Terms of RSUs.

(a) Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’sCommon Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award underArticle VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely forpurposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company.

(b) Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section2(c) shall be credited. An individual statement relating to Participant's Account will be issued not less frequently than annually. Such statement shall report the amountof RSUs credited to Participant's Account (i.e., not yet settled), transactions in the Account during the period covered by the statement, and other information deemedrelevant by the Company. Such statement may be combined with or include information regarding other plans and compensatory arrangements affecting Participant. AParticipant's statements may evidence the Company's obligations in respect of RSUs without the need for the Company to enter into a separate agreement relating tosuch obligations; provided, however, that any statement containing an error shall not represent a binding obligation to the extent of such error.

(c) Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary themanner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternativemanner and terms result in equitable treatment of Participant:

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(i) Regular Cash Dividends. Each Stock Unit will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of CommonStock (“dividend equivalents”), which amounts will be deemed reinvested in additional Stock Units, at the Fair Market Value of Common Stock at thedividend payment date.

(ii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares ofCommon Stock, or there occurs a forward split of Common Stock, then the number of RSUs credited to Participant's Account as of the payment date for suchdividend or distribution or forward split shall be automatically adjusted by multiplying the number of RSUs credited to the Account as of the record date forsuch dividend or distribution or split by the number of additional shares of Common Stock actually paid as a dividend or distribution or issued in such split inrespect of each outstanding share of Common Stock.

(iii) Adjustments. If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee shall adjust the number ofRSUs credited to Participant's Account in a manner that will prevent dilution or enlargement of Participants' rights with respect to RSUs, in an equitablemanner determined by the Committee.

(iv) Settlement of RSUs Resulting from Dividend Equivalents and Adjustments. RSUs which directly or indirectly result from dividend equivalents on oradjustments to an RSU will be settled at the same time as the granted RSU.

(d) Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate,assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU,Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment bycreditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law inthe event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process.

3. Settlement of RSUs.

(a) Settlement Date. RSUs will be settled by delivery of one share of Common Stock for each RSU, including RSUs resulting from dividend equivalents under Section2(c). Such settlement will occur as of the one year anniversary of the Grant Date (the “Stated Settlement Date”). Delivery of shares in settlement of RSUs will takeplace within 15 days after the Stated Settlement Date.

(b) Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right ofthe Company or Participant) being "permitted" under Code Section 409A mean that the term or event will not cause Participant to be liable for payment of interest or atax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including anyauthority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shallbe automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to acceleratedistributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result inParticipant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date ofdistribution that distribution can be effected without resulting in such constructive receipt (thus, for example, any distribution in settlement of RSUs subject to Section409A(a)(2)(A)(i) (separation from service) shall not occur earlier than the earliest time permitted under Section 409A(a)(2)(B)(i) and other applicable provisions ofSection 409A).

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(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliverCommon Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws andregulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however,that no certificate shall be issued representing a fractional share. If there occurs any delay between the Stated Settlement Date and the date shares are issued ordelivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the Stated Settlement Date and the date of issuanceor delivery of the shares shall be paid to Participant together with the delivery of the shares.

4. Miscellaneous.

(a) Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors ofthe parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersedes any prior agreementsor documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligationupon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension,discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materiallyimpaired thereby, by Participant.

(b) No Promise of Continuation of Service. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied,that Participant has a right to continue as a director of the Company for any period of time, or at any particular rate of compensation.

(c) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of theCommonwealth of Pennsylvania and applicable federal law.

(d) Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeepingentries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation ofany trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of theCompany.

(e) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President–Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company.

(f) Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to thesettlement and distribution of the shares as specified herein.

(g) Taxes. Participant shall be responsible for payment of any federal, state or local taxes of any kind required to be paid with respect to the grant or settlement of theRSUs or otherwise in connection with the RSUs.

(h) Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect atthe date of this award. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from such RSUs (a so-called“clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct.

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10(HH) AGREEMENT THIS AGREEMENT made this day of , 2019 (the “Agreement”) by and between (the “Executive”) and VF CORPORATION, a Pennsylvania corporation (the “Corporation”). [This Agreement amends, restates and supersedes the prior agreement dated , 2012, and any amendments to and restatements thereof between the Executive and the Corporation.] BACKGROUND The Board of Directors of the Corporation (the “Board”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Corporation and its shareholders. In this connection, the Corporation recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders. Accordingly, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of certain members of the Corporation’s management, including the Executive, to their assigned duties without distraction in the face of the potentially disturbing circumstances that could arise from the possibility of a change in control of the Corporation. In order to induce the Executive to remain in the employ of the Corporation, the Corporation wishes to provide the Executive with certain severance benefits in the event his employment with the Corporation terminates subsequent to a change in control of the Corporation under the circumstances described herein. NOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. TERM. The term of this Agreement commences as of the date and year first above written and shall continue until the second anniversary of the date set forth above. The prior sentence notwithstanding, commencing on the first day after the second anniversary of the date set forth above and on the first day of each subsequent twelve-month period thereafter, the term of this Agreement shall automatically be extended for an additional twelve-month period beyond the then existing term. This

Agreement shall terminate (except as set forth in the next sentence) if (a) the Corporation gives the Executive notice that it wishes to terminate this Agreement, in which case this Agreement shall terminate as of the date set forth in such notice or (b) the Executive’s employment with the Corporation is terminated for any reason, including transfer to a subsidiary company of the Corporation, in which case this Agreement shall terminate on the last day of the Executive’s employment with the Corporation; provided, however, that, if the Executive is transferred to a subsidiary company of the Corporation, the Corporation may waive the termination of this Agreement, by a written amendment of this Agreement, executed by both the Corporation and the Executive, which shall refer to this clause and shall be limited to the Executive’s transfer to the subsidiary company of the Corporation named in the amendment, unless another amendment is executed upon the Executive’s subsequent transfer to another subsidiary company of the Corporation. The Corporation may not give such notice and this Agreement shall not automatically terminate in the event the Executive’s employment with the Corporation terminates for any reason, including a transfer to a subsidiary company of the Corporation, (x) at any time while the Board of Directors of the Corporation has actual knowledge of an event or transaction that if consummated would constitute a “Change in Control” (as hereinafter defined) of the Corporation, unless or until the Board of Directors of the Corporation has determined, in its reasonable opinion, that the potential Change in Control has been abandoned and shall not be consummated, and the Board of Directors of the Corporation does not have actual knowledge of other events or transactions that if consummated would constitute a

Change in Control of the Corporation or (y) within twenty-four months after the date a Change in Control occurs. It is understood that the Corporation may terminate the Executive’s employment at any time, subject to providing, if required to do so in accordance with the terms hereof, the severance benefits hereinafter specified. 2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation and the Executive’s employment by the Corporation shall thereafter have been terminated by the Corporation or by the Executive under the circumstances described in paragraph 3(iii) hereof. 1. Definition. For purposes of this Agreement, “Change in Control” shall mean the first to occur of: (A) an individual, corporation, partnership, group, association or other entity or “person,” as such term is defined in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (a “Person”), other than (i) the Corporation, (ii) those certain trustees under Deeds of Trust dated August 21, 1951 and under the Will of John E. Barbey, deceased (a “Trust” or the “Trusts”), and (iii) any employee benefit plan of the Corporation or any subsidiary company of the Corporation, or any entity holding voting securities of the Corporation for or pursuant to the terms of any such plan (a “Benefit Plan” or the “Benefit Plans”), or any employee benefit plan(s) sponsored by the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20% or more of the combined voting power of the Corporation’s outstanding securities ordinarily having the right to vote at elections of directors; (B) individuals who constitute the Board on the effective date of this Agreement (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any Approved Director, as hereinafter defined, shall be, for purposes of this subsection (B), considered as though such person were a member of the Incumbent Board. An “Approved Director,” for purposes of this subsection (B), shall mean any person becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at

least three quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee of the Corporation for director), but shall not include any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board; or (C) the approval by the shareholders of the Corporation of a plan or agreement providing for a merger or consolidation of the Corporation other than with a wholly-owned subsidiary and other than a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 65% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or for a sale, exchange or other disposition of all or substantially all of the assets of the Corporation. 2. Exceptions. (A) Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to have occurred for purposes of this Agreement (I) in the event of a sale, exchange, transfer or other disposition of substantially all of the assets of the Corporation to, or a merger, consolidation or other reorganization involving the Corporation and the Executive, alone or with other officers of the Corporation, or any entity in which the Executive (alone or with other officers) has, directly or indirectly, 2

at least a 5% equity or ownership interest or (II) in a transaction otherwise commonly referred to as a “management leveraged buy-out.” (B) Clause 2(i)(A) above to the contrary notwithstanding, a Change in Control shall not be deemed to have occurred if a Person becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities solely as the result of an acquisition by the Corporation or any subsidiary company of the Corporation of voting securities of the Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the combined voting power of the Corporation’s then outstanding securities; provided, however, that if a Person becomes the beneficial owner of 20% or more of the combined voting power of the Corporation’s then outstanding securities by reason of share purchases by the Corporation or any subsidiary company of the Corporation and shall, after such share purchases by the Corporation or a subsidiary company of the Corporation, become the beneficial owner, directly or indirectly, of any additional voting securities of the Corporation, then a Change in Control of the Corporation shall be deemed to have occurred with respect to such Person under clause 2(i)(A)above. Notwithstanding the foregoing, in no event shall a Change in Control of the Corporation be deemed to occur under clause 2(i)(A) above if the Person acquiring such shares is the Trusts or Benefit Plans. (C) Clauses 2(i)(A) and 2(i)(B) to the contrary notwithstanding, the Board may, by resolution adopted by at least two thirds of the directors comprising the Incumbent Board, declare that a Change in Control described in clauses 2(i)(A)(a) or 2(i)(B) has become ineffective for purposes of this Agreement if all of the following conditions then exist: (I) the declaration is made prior to the death or termination of employment of the Executive and within 120 days following the Change in Control; and (II) no Person, except for (x) the Trusts, and (y) the Benefit Plans, either is the beneficial owner, directly or indirectly, of securities of the Corporation representing 10% or more of the combined

voting power of the Corporation’s outstanding securities or has the ability or power to vote securities representing 10% or more of the combined voting power of the Corporation’s then outstanding securities. If such a declaration shall be properly made, no benefits shall be payable hereunder as a result of such prior but now ineffective Change in Control, but benefits shall remain payable and this Agreement shall remain enforceable as a result of any other Change in Control unless it is similarly declared to be ineffective. 3. TERMINATION FOLLOWING CHANGE IN CONTROL. The Executive shall be entitled to the severance benefits provided in Section 4 hereof if his employment is terminated within the 24-month period following a Change in Control of the Corporation (even if such 24-month period shall extend beyond the term of this Agreement or any extension thereof) unless his termination is (x) because of his death, (y) by the Corporation for Cause or due to the Executive’s Disability or (z) by the Executive other than for Good Reason. (i) Disability. The Corporation may terminate the Executive’s employment due to the Executive’s “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for 26 consecutive weeks, and within 30 days after written notice of termination is given he shall not have returned to the full-time performance of his duties. (ii) Cause. The Corporation may terminate the Executive’s employment for Cause. For the purpose of this Agreement, the Corporation shall have “Cause” to terminate the Executive’s employment hereunder upon (A) the willful and continued refusal by the Executive substantially to perform his duties with the Corporation (other than any such refusal resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the Board which provides reasonable detail of the manner in which the Board believes that the Executive has refused substantially to 3

perform his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire members of the Board, at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. (iii) Good Reason. The Executive shall be entitled to terminate his employment, and receive benefits hereunder, for Good Reason at any time within 24 months after the date of a Change in Control of the Corporation. For purposes of this Agreement, “Good Reason” shall mean, unless the Executive shall have consented in writing thereto, any of the following: (A) a material reduction in the Executive’s authority or responsibilities, as compared to his authority or responsibilities immediately prior to the Change in Control or as the same may be increased after the Change in Control; (B) a material diminution in the budget for which the Executive is responsible; (C) a material reduction by the Corporation in the Executive’s compensation as in effect immediately prior to the Change in Control or as the same may be increased after the Change in Control; (D) a material change in the geographic location where the Executive is to provide services; or (E) a material breach of this Agreement on the part of the Corporation. (iv) Notice of Termination. Any termination by the Corporation pursuant to paragraph 3(i) or 3(ii) hereof, or otherwise, or by the Executive pursuant to paragraph 3(iii) hereof, which, in any case, occurs within 24

months after a Change in Control of the Corporation, shall be communicated by written Notice of Termination (as hereinafter defined) to the other party hereto; provided that, in the case of a termination for Cause, there shall also have been delivered to the Executive the resolution required to be delivered pursuant to paragraph 3(ii) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. In the case of termination by the Executive for Good Reason pursuant to paragraph 3(iii) hereof, the Executive must provide written Notice of Termination to the Corporation within 90 days of the event constituting Good Reason, the Corporation shall then have 30 days from its receipt of the Notice of Termination to remedy the facts and circumstances claimed to provide the basis for termination of the Executive’s employment for Good Reason, and the Executive shall not be deemed to have terminated employment for Good Reason unless and until the Corporation fails to remedy such circumstances during the 30 days following its receipt of the Notice of Termination. (v) Date of Termination. “Date of Termination” shall mean (A) if this Agreement is terminated for Disability, the 31st day after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during the 30-day period preceding such 31st day), (B) if the Executive’s employment is terminated pursuant to paragraph 3(ii) above, the date 4

specified in the Notice of Termination, and (C) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given, or, if the Corporation terminates the Executive’s employment without giving a Notice of Termination, the date on which such termination is effective. 4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. (i) During any period in which the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus

compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination, the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: 5

(i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is

entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) the Executive shall become fully vested and have a nonforfeitable interest in any benefit which he has accrued under the Corporation’s Amended and Restated Supplemental Executive Retirement Plan (“SERP”), including any Supplemental Annual Benefit Determinations or similar determinations or benefit grants under the SERP adopted at any time prior to termination of the Executive’s employment. (vi) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. 6

(vii) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (viii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (ix) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (x) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 5. FEES AND EXPENSES. The Corporation shall pay all reasonable legal fees and related expenses (including the costs of experts, evidence and counsel and other such expenses included in connection with any litigation or appeal) incurred by the Executive as a result of (i) his termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment) or (ii) his seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Corporation under which he is or may be entitled to receive benefits. The Corporation further agrees to pay prejudgment interest on any money judgment against the Corporation obtained by the Executive in any arbitration or litigation against it to enforce such rights calculated

at the prime interest rate of Wachovia Bank, N.A., or its successor, in effect from time to time from the date it is determined that payment(s) to him should have been made under this Agreement. In order to comply with Section 409A of the Code, (i) in no event shall the payments by the Corporation under this paragraph 5 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, (ii) the amount of such legal fees and expenses that the Corporation is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Corporation is obligated to pay in any other calendar year, (iii) the Executive’s right to have the Corporation pay such legal fees and expenses may not be liquidated or exchanged for any other benefit and (iv) the fees and expenses described herein shall be reimbursed until the 5th anniversary of the Change in Control. 6. SUCCESSORS; BINDING AGREEMENT. (i) This Agreement shall inure to the benefit of and be binding on any successor to all or substantially all of the Corporation’s business and/or assets. (ii) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the 7

terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate. 7. NOTICES. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed in the case of the Executive, to [_________________] and in the case of the Corporation, to its principal executive offices, provided that all notices to the Corporation shall be directed to the attention of its Chief Executive Officer with copies to the Secretary of the Corporation and to the Board, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 8. MISCELLANEOUS. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and a duly authorized officer of the Corporation. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement shall not be assigned in whole or in part without the prior written consent of the non-assigning party; provided, however, this sentence shall not be construed to relieve the Corporation or any successor (whether direct or indirect) from liability hereunder as provided in paragraph 6. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the Commonwealth of Pennsylvania. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms. 9. VALIDITY. The invalidity or

unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. 10. SECTION 409A. The Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments made under this Agreement upon a “termination,” “resignation,” or similar term shall only be made upon a "separation from service" under Section 409A. Notwithstanding any provision to the contrary in the Agreement, if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of the Executive’s “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) with the Corporation or (b) the date of the Executive’s death (the “Delayed Payment Date”). Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period (including, without limitation, upon the Delayed Payment Date, where applicable), all payments deferred pursuant to this paragraph 10 shall be paid in a lump sum and any remaining payments due under the Agreement shall be paid as otherwise provided herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. 8

Witness: EXECUTIVE ______________________________ ______________________________ Attest: VF CORPORATION ______________________________ By: ____________________________ Anita Graham Steve Rendle Chief Human Resources Officer Chairman, President and Chief Executive Officer 9

Exhibit 10(I)

VF CORPORATION

AWARD CERTIFICATE



To: __________________________ (“Participant”)


[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award is conditioned upon, and constitutes consideration for, your acceptance of the Protective CovenantsAgreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to the ProtectiveCovenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communication date. Thiselectronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective Covenants Agreement bysuch deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you accepted and to whichyou agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any way impacts thevalidity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed—only your acceptance of and agreement to anew Protective Covenants Agreement will modify your existing obligations).

If you have previously accepted and agreed to a Protective Covenants Agreement with VF (and VF is not presenting you with a new Protective CovenantsAgreement with this Award Certificate), your acceptance of this Award constitutes your acknowledgment of your obligations under the Protective CovenantsAgreement; however, neither VF’s presentation nor your rejection of this Award in any way impacts the validity and binding nature of the most recent ProtectiveCovenants Agreement into which you have entered—only your acceptance of and agreement to a new Protective Covenants Agreement will modify your existingobligations.]

VF CORPORATION


Dated: ________________ (“Grant Date”)

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VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE


1. Grant of RSUs.


(b) Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan andthis document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided inthe 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sellshares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in suchsales.



(b) Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section2(c) shall be credited.



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(iii) Adjustments.If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee shall adjust the number ofRSUs credited to Participant's Account in a manner that will prevent dilution or enlargement of Participants' rights with respect to RSUs, in an equitablemanner determined by the Committee.

(iv) Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalentsand RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies tothe granted RSU and will be settled at the same time as the granted RSU.


(e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated VestingDate on the second anniversary of the Grant Date, and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourthanniversary of the Grant Date, except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliatesthrough the applicable Stated Vesting Date.

Except to the extent set forth herein, upon a Participant's Termination of Employment prior to the vesting of RSUs at an applicable Stated Vesting Date, all unvestedRSUs shall be canceled and forfeited and Participant shall have no further rights hereunder.

(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest at thenext Stated Vesting Date, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited.

(ii) If Termination of Employment is due to Participant’s Retirement, the RSUs shall vest at the Stated Vesting Date(s) in full, withoutproration.

(iii) If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without proration.

In addition, and notwithstanding anything in this Certificate to the contrary, in the event that Participant’s Termination of Employment for (i) or (ii) occurs within twelvemonths of Participant’s Designation of Participation, the RSU’s shall be forfeited and shall terminate immediately. The Designation of Participation is the first day of thefiscal calendar for which the award is granted, or the first day of eligibility for promotions or new hires, whichever is later.

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(f) Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect atthe date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”)in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct.

(g) Certain Definitions. The following definitions apply for purposes of thisAgreement:

(i) "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if theParticipant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusalsubstantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness),after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which theBoard believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially anddemonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unlessdone, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of theCompany.

(ii) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), ifParticipant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absencefrom his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after writtennotice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties.

(iii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment (or in the case of an involuntary separation by the Company not for cause, the payment of the final installment of severance pay,if any) and the denominator of which is the number of days from the Grant Date to the final Vesting Date. Provided, however, the Pro Rata Portion may notexceed 100%.

(iv) "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances inwhich, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shallnot be treated as employment for purposes of this Agreement.


(a) Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable underSection 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after thedesignated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60thday following the Termination of Employment due to death or Disability.

(b) Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right ofthe Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant tobe liable for payment

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of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, includingany authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409Ashall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to acceleratedistributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result inParticipant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date ofdistribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensationunder Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separationfrom service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), suchdistribution would be delayed until six months after such separation from service other than due to death).

(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliverCommon Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws andregulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however,that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issued or delivered toParticipant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance or delivery of theshares shall be paid to Participant together with the delivery of the shares.

4. Tax Withholding.

If required by applicable law, the Company shall withhold from the shares deliverable in settlement of RSUs (including a deferred settlement) the number of shares having anaggregate fair market value equal to the mandatory withholding requirements, but rounded to the nearest whole share, unless at least 90 days prior to an applicable settlementdate Participant has made other arrangements approved by the Human Resources Department to make payment of such withholding amounts. Unless otherwise determined bythe Company, if settlement of the RSUs does not also take place at or shortly following the vesting date, the date when the award is no longer subject to substantial risk offorfeiture, then no such share withholding will take place to satisfy any FICA requirements applicable at that vesting date and Participant will be required to pay any suchapplicable FICA withholding in cash.

5. Miscellaneous.

(a) Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors ofthe parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreementsor documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligationupon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension,discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materiallyimpaired thereby, by Participant.

(b) No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, thatParticipant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate ofcompensation.

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(c) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of theState of North Carolina and applicable federal law.




(g) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs arenot part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments,bonuses, long-service awards, pension or retirement benefits or similar payments.

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Exhibit 10(J)

VF CORPORATION

AWARD CERTIFICATE



To: __________________________ (“Participant”)


[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award is conditioned upon, and constitutes consideration for, your acceptance of the Protective CovenantsAgreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to the ProtectiveCovenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communication date. Thiselectronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective Covenants Agreement bysuch deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you accepted and to whichyou agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any way impacts thevalidity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed—only your acceptance of and agreement to anew Protective Covenants Agreement will modify your existing obligations).

If you have previously accepted and agreed to a Protective Covenants Agreement with VF (and VF is not presenting you with a new Protective CovenantsAgreement with this Award Certificate), your acceptance of this Award constitutes your acknowledgment of your obligations under the Protective CovenantsAgreement; however, neither VF’s presentation nor your rejection of this Award in any way impacts the validity and binding nature of the most recent ProtectiveCovenants Agreement into which you have entered—only your acceptance of and agreement to a new Protective Covenants Agreement will modify your existingobligations.]

VF CORPORATION


Dated: ________________ (“Grant Date”)

1

VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE


1. Grant of RSUs.







(i) Regular Cash Dividends. Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of CommonStock (“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividendpayment date.

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(iii) Adjustments.If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee shall adjust the number ofRSUs credited to Participant's Account in a manner that will prevent dilution or enlargement of Participants' rights with respect to RSUs, in an equitablemanner determined by the Committee.



(e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 100% of the RSUs will have a Stated Vesting Date of [Cliff Vesting Date], exceptas otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable StatedVesting Date.


(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest at thenext Stated Vesting Date (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs in excess of such Pro RataPortion canceled and forfeited.

(ii) If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without proration.

In addition, and notwithstanding anything in this Certificate to the contrary, the RSUs shall be forfeited and shall terminate immediately on the Participant’s date ofTermination of Employment for involuntary separation (the date of termination of employment will be determined without giving effect to any period during whichseverance payments may be made to a Participant) if termination is prior to one year from the grant date.


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(i) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), ifParticipant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absencefrom his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after writtennotice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties.

(ii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of daysfrom the Grant Date to the applicable Stated Vesting Date.

(iii) "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances inwhich, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shallnot be treated as employment for purposes of this Agreement.


(a) Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable underSection 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after thedesignated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60thday following the Termination of Employment due to death or Disability.

(b) Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right ofthe Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant tobe liable for payment of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the termsof the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms notpermitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shallhave no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlementof RSUs would result in Participant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date afterthe specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferralof compensation under Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggeredonly by a “separation from service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury RegulationSection 1.409A-1(i), such distribution would be delayed until six months after such separation from service other than due to death).

(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the

4

Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities andother laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs;provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issuedor delivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance ordelivery of the shares shall be paid to Participant together with the delivery of the shares.

4. Tax Withholding.

If required by applicable law, the Company shall withhold from the shares deliverable in settlement of RSUs (including a deferred settlement) the number of shares having anaggregate Fair Market Value equal to the mandatory withholding requirements, but rounded to the nearest whole share, unless at least 90 days prior to an applicablesettlement date Participant has made other arrangements approved by the Human Resources Department to make payment of such withholding amounts. Unless otherwisedetermined by the Company, if settlement of the RSUs does not also take place at or shortly following the vesting date, the date when the award is no longer subject tosubstantial risk of forfeiture, then no such share withholding will take place to satisfy any FICA requirements applicable at that vesting date and Participant will be requiredto pay any such applicable FICA withholding in cash.

5. Miscellaneous.






(f) Shareholder Rights.Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to thesettlement and distribution of the shares as specified herein.

5

(g) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs arenot part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments,bonuses, long-service awards, pension or retirement benefits or similar payments.

6

Exhibit 10(K)

VF CORPORATION

AWARD CERTIFICATE



To: __________________________ (“Participant”)


[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award is conditioned upon, and constitutes consideration for, your acceptance of the Protective CovenantsAgreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to the ProtectiveCovenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communication date. Thiselectronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective Covenants Agreement bysuch deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you accepted and to whichyou agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any way impacts thevalidity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed-only your acceptance of and agreement to anew Protective Covenants Agreement will modify your existing obligations).

If you have previously accepted and agreed to a Protective Covenants Agreement with VF (and VF is not presenting you with a new Protective CovenantsAgreement with this Award Certificate), your acceptance of this Award constitutes your acknowledgment of your obligations under the Protective CovenantsAgreement; however, neither VF’s presentation nor your rejection of this Award in any way impacts the validity and binding nature of the most recent ProtectiveCovenants Agreement into which you have entered-only your acceptance of and agreement to a new Protective Covenants Agreement will modify your existingobligations.]

VF CORPORATION


Dated: ________________ (“Grant Date”)

1

VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE


1. Grant of RSUs.








2


(iii) Adjustments If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee shall adjust the number ofRSUs credited to Participant's Account in a manner that will prevent dilution or enlargement of Participants' rights with respect to RSUs, in an equitablemanner determined by the Committee.



(e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated VestingDate on the second anniversary of the Grant Date, and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourthanniversary of the Grant Date, except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliatesthrough the applicable Stated Vesting Date.


(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vestimmediately, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited.

(ii) If Termination of Employment is due to Participant’s Retirement, the RSUs shall vest at the Stated Vesting Date(s) in full, withoutproration.

(iii) If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without proration.

In addition, and notwithstanding anything in this Certificate to the contrary, in the event that Participant’s Termination of Employment for (i) or (ii) occurs within twelvemonths of Participant’s Designation of Participation, the RSU’s shall be forfeited and shall terminate immediately. The Designation of Participation is the first day of thefiscal calendar for which the award is granted, or the first day of eligibility for promotions or new hires, whichever is later.

3



(i) "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if theParticipant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusalsubstantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness),after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which theBoard believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially anddemonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unlessdone, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of theCompany.ties.

(ii) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), ifParticipant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absencefrom his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after writtennotice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties.

(iii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment (or in the case of an involuntary separation by the Company not for cause, the payment of the final installment of severance pay,if any) and the denominator of which is the number of days from the Grant Date to the final Vesting Date. Provided, however, the Pro Rata Portion may notexceed 100%.

(iv) "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances inwhich, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shallnot be treated as employment for purposes of this Agreement.


(a) Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable underSection 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after thedesignated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th

day following the Termination of Employment due to death or Disability.

(b) Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right ofthe Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant tobe liable for payment

4

of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, includingany authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409Ashall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to acceleratedistributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result inParticipant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date ofdistribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensationunder Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separationfrom service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), suchdistribution would be delayed until six months after such separation from service other than due to death).

(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliverCommon Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws andregulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however,that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issued or delivered toParticipant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance or delivery of theshares shall be paid to Participant together with the delivery of the shares.

4. Tax Withholding.

If required by applicable law, the Company shall withhold from the shares deliverable in settlement of RSUs (including a deferred settlement) the number of shares having anaggregate fair market value equal to the mandatory withholding requirements, but rounded to the nearest whole share, unless at least 90 days prior to an applicable settlementdate Participant has made other arrangements approved by the Human Resources Department to make payment of such withholding amounts. Unless otherwise determined bythe Company, if settlement of the RSUs does not also take place at or shortly following the vesting date, the date when the award is no longer subject to substantial risk offorfeiture, then no such share withholding will take place to satisfy any FICA requirements applicable at that vesting date and Participant will be required to pay any suchapplicable FICA withholding in cash.

5. Miscellaneous.



5



(e) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President-Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company.

(f) Shareholder Rights.Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to thesettlement and distribution of the shares as specified herein.

(g) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are notpart of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments,bonuses, long-service awards, pension or retirement benefits or similar payments.

6

Exhibit 10(L)

VF CORPORATION

AWARD CERTIFICATE



To: __________________________ (“Participant”)


[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award is conditioned upon, and constitutes consideration for, your acceptance of the Protective CovenantsAgreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to the ProtectiveCovenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communication date. Thiselectronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective Covenants Agreement bysuch deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you accepted and to whichyou agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any way impacts thevalidity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed-only your acceptance of and agreement to anew Protective Covenants Agreement will modify your existing obligations).


VF CORPORATION


Dated: ________________ (“Grant Date”)

1

VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE


1. Grant of RSUs.







(i) Regular Cash Dividends.Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock(“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividend paymentdate.

2





(e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 100% of the RSUs will have a Stated Vesting Date of [Cliff Vesting Date], exceptas otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable StatedVesting Date.


(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vestimmediately (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs in excess of such Pro Rata Portioncanceled and forfeited.




3



(ii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of daysfrom the Grant Date to the applicable Stated Vesting Date.






(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the

4

Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities andother laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs;provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issuedor delivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance ordelivery of the shares shall be paid to Participant together with the delivery of the shares.

4. Tax Withholding.


5. Miscellaneous.







5


6

Exhibit 10(M)

VF CORPORATION

AWARD CERTIFICATE



To: __________________________ (“Participant”)


[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award is conditioned upon, and constitutes consideration for, your acceptance of the Protective CovenantsAgreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to the ProtectiveCovenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communication date. Thiselectronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective Covenants Agreement bysuch deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you accepted and to whichyou agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any way impacts thevalidity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed-only your acceptance of and agreement to anew Protective Covenants Agreement will modify your existing obligations).If you have previously accepted and agreed to a Protective Covenants Agreement with VF (and VF is not presenting you with a new Protective CovenantsAgreement with this Award Certificate), your acceptance of this Award constitutes your acknowledgment of your obligations under the Protective CovenantsAgreement; however, neither VF’s presentation nor your rejection of this Award in any way impacts the validity and binding nature of the most recent ProtectiveCovenants Agreement into which you have entered-only your acceptance of and agreement to a new Protective Covenants Agreement will modify your existingobligations.]

VF CORPORATION


Dated: ________________ (“Grant Date”)

1

VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE


1. Grant of RSUs.

(a) Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the“Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporatedby reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is anyconflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant ofthe RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regula-tions underthe 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time.






(i) Regular Cash Dividends. Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of CommonStock (“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividendpayment date.

(ii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares ofCommon Stock, or there occurs a forward split of Common Stock,

2

then the number of RSUs credited to Participant's Account as of the payment date for such dividend or distribution or forward split shall be automaticallyadjusted by multiplying the number of RSUs credited to the Account as of the record date for such dividend or distribution or split by the number of additionalshares of Common Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock.




(e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated VestingDate on the second anniversary of the Grant Date and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourthanniversary of the Grant Date , except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries oraffiliates through the applicable Stated Vesting Date.


(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs, less anypreviously vested units, shall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs inexcess of such Pro Rata Portion canceled and forfeited.




3



(ii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of daysfrom the Grant Date to the final Stated Vesting Date.






(c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or morecertificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed byParticipant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliverCommon Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws andregulations. The Company may determine the manner in

4

which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however, that no certificate shall be issued representing a fractionalshare. If there occurs any delay between the settlement date and the date shares are issued or delivered to Participant, a cash amount equal to any dividends ordistributions the record date for which fell between the settlement date and the date of issuance or delivery of the shares shall be paid to Participant together with thedelivery of the shares.

4. Tax Withholding.


5. Miscellaneous.







5


6

Exhibit 10(P)

VF CORPORATION

AWARD CERTIFICATE

Restricted Stock

Number of Shares of Restricted Stock Awarded: ___

To: __________________________ (“Participant”)

I am pleased to advise you that you have been awarded the number of shares of Restricted Stock set forth above under VF Corporation’s 1996 Stock Compensation Plan, asamended (the “1996 Plan”), subject to the terms and conditions set forth in the 1996 Plan and the attached Appendix.

[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award of Restricted Stock is conditioned upon, and constitutes consideration for, your acceptance of the ProtectiveCovenants Agreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to theProtective Covenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communicationdate. This electronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective CovenantsAgreement by such deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you acceptedand to which you agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any wayimpacts the validity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed-only your acceptance of andagreement to a new Protective Covenants Agreement will modify your existing obligations).


VF CORPORATION


Dated: ________________ (“Grant Date”)

1

VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE

Terms and Conditions Relating toRestricted Stock

1. Grant of Restricted Stock.

(a) Grant of Restricted Stock under 1996 Plan. Participant has been granted the shares of restricted common stock (the “Restricted Stock”) specified in the AwardCertificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisionsof the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meaningsas in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Planshall govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect orlater amended), the rules and regula-tions under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time totime. The Restricted Stock shall be issued promptly hereafter in Participant’s name (and in any event within 30 days after the date of grant) but shall be subject to allprovisions of this Award Certificate.

(b) Certain Restrictions. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of Participant but shall be held and retained by theCompany until the restrictions set forth herein shall have lapsed. All such stock certificates shall bear the following legend:

“The shares of Common Stock evidenced by this Certificate are subject to the terms and conditions of a Restricted Stock Award Certificate between the registeredowner and VF Corporation; such shares are subject to forfeiture under the terms of said Award Certificate; and such shares shall not be sold, transferred, assigned,pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Agreement, a copy of which is available from VF Corporationupon request.”

Until the shares of Restricted Stock have become vested in accordance with Paragraph 1(e), the Restricted Stock shall be subject to a risk of forfeiture as provided in the1996 Plan and this document. Until vested, such Restricted Stock will be nontransferable, as provided in the 1996 Plan and Paragraph 1(d), and Participant agrees that,upon request of the Company, he or she will deliver to the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signatureguaranteed, corresponding to each certificate for Restricted Stock or distributions thereon. If Participant shall fail to provide the Company with any such stock power orother instrument of transfer or assignment, Participant hereby irrevocably appoints the Secretary of the Company as his or her attorney-in-fact to execute and deliver anysuch power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books andrecords of the Company. Participant is subject to the VF Code of Business Conduct and related policies on insider trading.

(c) Dividends and Adjustments. Participant shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock(including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date for such a dividend ordistribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms andconditions:

2

(i) Regular Cash Dividends. All cash dividends and distributions payable with respect to the Restricted Stock shall be retained by the Company and reinvested inadditional shares of Common Stock to be issued in the name of Participant. Such reinvestment shall occur on the dividend payment date or under a procedurethat matches reinvestment of dividends under a dividend reinvestment plan maintained by the Company and open to the participation of shareholdersgenerally.

(ii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares ofCommon Stock, or there occurs a forward split of Common Stock, then the Common Stock issued or delivered as such dividend or distribution or resultingfrom such stock split will be deemed to be additional Restricted Stock.

(iii) Adjustments. If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Company shall retain any such dividendor distribution and the Committee shall adjust the number of shares of Restricted Stock in a manner that will prevent dilution or enlargement of Participant’srights with respect to the Restricted Stock, in an equitable manner determined by the Committee. In addition, the Committee may vary the treatment of anydividend or distribution as specified under Section 1(c) (i), (ii) or (iii), in its discretion.

(iv) Risk of Forfeiture of Restricted Stock Resulting from Dividends and Adjustments. Shares of Restricted Stock or other property that directly or indirectly resultfrom dividends or distributions on or adjustments to a share of Restricted Stock shall be subject to the same risk of forfeiture as applies to the grantedRestricted Stock.

(v) Fractional Shares. No fractional shares shall be issued under this Agreement. The Company will determine how to treat any fractional share or amounts thatwould be deemed invested in a fractional share hereunder.

(d) Non-Transferability. Until the Restricted Stock has become vested, neither Participant nor any beneficiary shall have the right to, directly orindirectly, donate, sell, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of Restricted Stock, norshall any such shares of Restricted Stock be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, orgarnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or anybeneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process.

(e) Vesting and Forfeiture. The Restricted Stock will vest as follows: 100% of the Restricted Stock will vest on [Cliff Vesting Date] (such vesting date being a “StatedVesting Date”), except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through theapplicable Stated Vesting Date. If the foregoing condition is met and shares of Restricted Stock become vested, all restrictions on such vested Restricted Stock shalllapse and all shares of Common Stock representing the vested Restricted Stock shall be delivered to Participant free of restrictions. Except to the extent set forth in thisParagraph 1(e), upon Participant's Termination of Employment prior to an applicable Stated Vesting Date, all unvested Restricted Stock shall be canceled and forfeitedand Participant shall have no further rights hereunder.

(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the Restricted Stockshall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested Restricted Stock in excess ofsuch Pro Rata Portion canceled and forfeited.

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(ii) If Termination of Employment is due to a Participant’s death or Disability (as defined below), a Pro Rata Portion (as defined below) of Participant’sRestricted Stock shall vest immediately, with any shares of unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited.

In addition, and notwithstanding anything in this Certificate to the contrary, the Restricted Stock shall be forfeited and shall terminate immediately on the Participant’sdate of Termination of Employment for involuntary separation (the date of termination of employment will be determined without giving effect to any period duringwhich severance payments may be made to a Participant) if termination is prior to one year from the grant date.

(f) Certain Definitions. The following definitions apply for purposes of thisAgreement:

(i) "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if theParticipant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusalsubstantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mentalillness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner inwhich the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconductmaterially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered"willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in thebest interest of the Company.

(ii) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), ifParticipant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absencefrom his or her duties with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has beengiven by the Company, Participant has not returned to the full-time performance of his or her duties.

(iii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of daysfrom the Grant Date to the Stated Vesting Date.

(iv) "Termination of Employment" means termination of Participant's employment with the Company or any of its subsidiaries or affiliates in circumstances inwhich, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shallnot be treated as employment for purposes of this Agreement.

(g) Compliance with Code Section 409A. The Restricted Stock is intended to be exempt from Section 409A of the Internal Revenue Code. The Participant will be subjectto federal income taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share certificate thereafter.

2. Taxes.

(a) If Participant properly elects, within 30 days after the Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value(as of the Grant Date) of the Restricted Stock, Participant shall make arrangements at the time of such election satisfactory to the Committee to pay to the Company ona timely basis any federal, state or local income taxes required to be withheld with respect to such shares. If Participant shall fail to make such tax payments as arerequired, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state orlocal taxes of any kind required by law to be withheld with respect to the Restricted Stock.

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(b) If Participant does not make the election described in Paragraph 2(a) above, Participant shall, no later than the date as of which the restrictions referred to in Paragraph1(e) hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of, any federal, state or local taxes of any kind required bylaw to be withheld with respect to the Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kindotherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90 daysbefore the applicable Stated Vesting Date or any earlier applicable vesting date, Participant has made separate arrangements satisfactory to the Company for thepayment such mandatory withholding taxes, the Company will withhold from the shares to be delivered upon vesting the number of whole shares having a Fair MarketValue equal to the amount of such mandatory withholding taxes, rounded to the nearest whole share.

3. Miscellaneous.

(a) Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors ofthe parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the Restricted Stock and supersede any prioragreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose anyadditional obligation upon the Company or materially impair the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance suchamendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, ifParticipant’s rights are materially impaired thereby, by Participant.

(b) No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied,that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate ofcompensation.

(c) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of theState of North Carolina, and applicable federal law.

(d) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President --Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company.

(e) Shareholder Rights. Except as otherwise provided in this Agreement, Participant shall have, with respect to all shares of Restricted Stock, all the rights of a shareholderof the Company, including the right to vote the Restricted Stock.

(f) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, theRestricted Stock is not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end ofservice payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

4. Restricted Stock subject to Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results.

The Restricted Stock subject to this Award Certificate is subject to the Company’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of FinancialResults as in effect at the date of this Award Certificate. Such Policy imposes

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conditions that may result in forfeiture of such Restricted Stock or the proceeds to you resulting from such Restricted Stock (a so-called “clawback”) in certain circumstancesif the Company’s financial statements are required to be restated as a result of misconduct.

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Exhibit 10(Q)

VF CORPORATION

AWARD CERTIFICATE

Restricted Stock

Number of Shares of Restricted Stock Awarded: ___

To: __________________________ (“Participant”)

I am pleased to advise you that you have been awarded the number of shares of Restricted Stock set forth above under VF Corporation’s 1996 Stock Compensation Plan, asamended (the “1996 Plan”), subject to the terms and conditions set forth in the 1996 Plan and the attached Appendix.

[If you have not previously accepted and agreed to a Protective Covenants Agreement with VF (or if VF is presenting you a new Protective Covenants Agreementwith this Award Certificate), the grant of this Award of Restricted Stock is conditioned upon, and constitutes consideration for, your acceptance of the ProtectiveCovenants Agreement, the form of which has been provided to you together with this Award Certificate. To meet this condition, you must accept and agree to theProtective Covenants Agreement through the electronic acceptance process for VF employees on Fidelity.com not later than 30 days from the grant communicationdate. This electronic acceptance will constitute your signature on the Protective Covenants Agreement. If you choose not to accept the Protective CovenantsAgreement by such deadline, this Award will be canceled (however, you will continue to be bound by the most recent Protective Covenants Agreement you acceptedand to which you agreed (if any), as neither VF’s presentation nor your rejection of the Protective Covenants Agreement provided with this Award in any wayimpacts the validity and binding nature of the most recent Protective Covenants Agreement you accepted and to which you agreed-only your acceptance of andagreement to a new Protective Covenants Agreement will modify your existing obligations).


VF CORPORATION


Dated: ________________ (“Grant Date”)

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VF CORPORATION

APPENDIX TO

AWARD CERTIFICATE

Terms and Conditions Relating toRestricted Stock

1. Grant of Restricted Stock.

(a) Grant of Restricted Stock under 1996 Plan. Participant has been granted the shares of restricted common stock (the “Restricted Stock”) specified in the AwardCertificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisionsof the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meaningsas in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Planshall govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect orlater amended), the rules and regula-tions under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time totime. The Restricted Stock shall be issued promptly hereafter in Participant’s name (and in any event within 30 days after the date of grant) but shall be subject to allprovisions of this Award Certificate.

(b) Certain Restrictions. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of Participant but shall be held and retained by theCompany until the restrictions set forth herein shall have lapsed. All such stock certificates shall bear the following legend:

“The shares of Common Stock evidenced by this Certificate are subject to the terms and conditions of a Restricted Stock Award Certificate between the registeredowner and VF Corporation; such shares are subject to forfeiture under the terms of said Award Certificate; and such shares shall not be sold, transferred, assigned,pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Agreement, a copy of which is available from VF Corporationupon request.”

Until the shares of Restricted Stock have become vested in accordance with Paragraph 1(e), the Restricted Stock shall be subject to a risk of forfeiture as provided in the1996 Plan and this document. Until vested, such Restricted Stock will be nontransferable, as provided in the 1996 Plan and Paragraph 1(d), and Participant agrees that,upon request of the Company, he or she will deliver to the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signatureguaranteed, corresponding to each certificate for Restricted Stock or distributions thereon. If Participant shall fail to provide the Company with any such stock power orother instrument of transfer or assignment, Participant hereby irrevocably appoints the Secretary of the Company as his or her attorney-in-fact to execute and deliver anysuch power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books andrecords of the Company. Participant is subject to the VF Code of Business Conduct and related policies on insider trading.

(c) Dividends and Adjustments. Participant shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock(including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date for such a dividend ordistribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms andconditions:

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(i) Regular Cash Dividends. All cash dividends and distributions payable with respect to the Restricted Stock shall be retained by the Company and reinvested inadditional shares of Common Stock to be issued in the name of Participant. Such reinvestment shall occur on the dividend payment date or under a procedurethat matches reinvestment of dividends under a dividend reinvestment plan maintained by the Company and open to the participation of shareholdersgenerally.

(ii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares ofCommon Stock, or there occurs a forward split of Common Stock, then the Common Stock issued or delivered as such dividend or distribution or resultingfrom such stock split will be deemed to be additional Restricted Stock.

(iii) Adjustments. If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form ofadditional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Company shall retain any such dividendor distribution and the Committee shall adjust the number of shares of Restricted Stock in a manner that will prevent dilution or enlargement of Participant’srights with respect to the Restricted Stock, in an equitable manner determined by the Committee. In addition, the Committee may vary the treatment of anydividend or distribution as specified under Section 1(c) (i), (ii) or (iii), in its discretion.

(iv) Risk of Forfeiture of Restricted Stock Resulting from Dividends and Adjustments. Shares of Restricted Stock or other property that directly or indirectly resultfrom dividends or distributions on or adjustments to a share of Restricted Stock shall be subject to the same risk of forfeiture as applies to the grantedRestricted Stock.

(v) Fractional Shares. No fractional shares shall be issued under this Agreement. The Company will determine how to treat any fractional share or amounts thatwould be deemed invested in a fractional share hereunder.

(d) Non-Transferability. Until the Restricted Stock has become vested, neither Participant nor any beneficiary shall have the right to, directly or indirectly, donate,sell, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of Restricted Stock, nor shall any such shares of Restricted Stockbe subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or tothe debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency ofParticipant or any beneficiary, or any legal process.

(e) Vesting and Forfeiture. The Restricted Stock will vest as follows: 50% of the Restricted Stock will vest on the second anniversary of the Grant Date, and 50% of theRestricted Stock will vest on the fourth anniversary of the Grant Date (each such vesting date being a “Stated Vesting Date”), except as otherwise provided herein, ifthe Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. If the foregoingcondition is met and shares of Restricted Stock become vested, all restrictions on such vested Restricted Stock shall lapse and all shares of Common Stock representingthe vested Restricted Stock shall be delivered to Participant free of restrictions. Except to the extent set forth in this Paragraph 1(e), upon Participant's Termination ofEmployment prior to an applicable Stated Vesting Date, all unvested Restricted Stock shall be canceled and forfeited and Participant shall have no further rightshereunder.

(i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the Restricted Stock,less any previously vested shares, shall vest immediately (but will not include any time during which Participant receives Severance Pay), with anyunvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited.

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(ii) If Termination of Employment is due to a Participant’s death or Disability (as defined below), a Pro Rata Portion (as defined below) of Participant’sRestricted Stock shall vest immediately, with any shares of unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited.

In addition, and notwithstanding anything in this Certificate to the contrary, the Restricted Stock shall be forfeited and shall terminate immediately on the Participant’sdate of Termination of Employment for involuntary separation (the date of termination of employment will be determined without giving effect to any period duringwhich severance payments may be made to a Participant) if termination is prior to one year from the grant date.

(f) Certain Definitions. The following definitions apply for purposes of thisAgreement:

(i) "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if theParticipant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusalsubstantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mentalillness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner inwhich the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconductmaterially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered"willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in thebest interest of the Company.

(ii) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), ifParticipant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absencefrom his or her duties with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has beengiven by the Company, Participant has not returned to the full-time performance of his or her duties.

(iii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant'sTermination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of daysfrom the Grant Date to the final Stated Vesting Date.

(iv) "Termination of Employment" means termination of Participant's employment with the Company or any of its subsidiaries or affiliates in circumstances inwhich, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shallnot be treated as employment for purposes of this Agreement.

(g) Compliance with Code Section 409A. The Restricted Stock is intended to be exempt from Section 409A of the Internal Revenue Code. The Participant will be subjectto federal income taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share certificate thereafter.

2. Taxes.

(a) If Participant properly elects, within 30 days after the Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value(as of the Grant Date) of the Restricted Stock, Participant shall make arrangements at the time of such election satisfactory to the Committee to pay to the Company ona timely basis any federal, state or local income taxes required to be withheld with respect to such shares. If Participant shall fail to make such tax payments as arerequired, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state orlocal taxes of any kind required by law to be withheld with respect to the Restricted Stock.

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(b) If Participant does not make the election described in Paragraph 2(a) above, Participant shall, no later than the date as of which the restrictions referred to in Paragraph1(e) hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of, any federal, state or local taxes of any kind required bylaw to be withheld with respect to the Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kindotherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90 daysbefore the applicable Stated Vesting Date or any earlier applicable vesting date, Participant has made separate arrangements satisfactory to the Company for thepayment such mandatory withholding taxes, the Company will withhold from the shares to be delivered upon vesting the number of whole shares having a Fair MarketValue equal to the amount of such mandatory withholding taxes, rounded to the nearest whole share.

3. Miscellaneous.

(a) Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors ofthe parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the Restricted Stock and supersede any prioragreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose anyadditional obligation upon the Company or materially impair the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance suchamendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, ifParticipant’s rights are materially impaired thereby, by Participant.

(b) No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied,that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate ofcompensation.

(c) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of theState of North Carolina, and applicable federal law.

(d) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President --Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company.

(e) Shareholder Rights. Except as otherwise provided in this Agreement, Participant shall have, with respect to all shares of Restricted Stock, all the rights of a shareholderof the Company, including the right to vote the Restricted Stock.

(f) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, theRestricted Stock is not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end ofservice payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

4. Restricted Stock subject to Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results.

The Restricted Stock subject to this Award Certificate is subject to the Company’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of FinancialResults as in effect at the date of this Award Certificate. Such Policy imposes

5

conditions that may result in forfeiture of such Restricted Stock or the proceeds to you resulting from such Restricted Stock (a so-called “clawback”) in certain circumstancesif the Company’s financial statements are required to be restated as a result of misconduct.

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Exhibit 21V.F. CORPORATION

SIGNIFICANT SUBSIDIARIES – Fiscal 2020

Entity Name Jurisdiction530 Park Ave 10-F, LLC Delaware530 Park Ave 14-H, LLC DelawareAdministradora Mexicana de Servicios S de RL de CV MexicoAdminstradora WD Honduras S.A. HondurasALL'CROWN SA ArgentinaAltra LLC UtahArsenal Fashion Espana SL SpainBEYKO KONFEKSIYON IC VE DIS TICARET LTD SIRKE TurkeyC.C.R.L., LLC CaliforniaCorporacion Distribiduidora de Dickies S de RL de CV MexicoCUTLER DE MEXICO SA MexicoDickies de Honduras SA de CV HondurasDickies de Parras S de RL de CV MexicoDSI Enterprises, LLC DelawareEAGLE CREEK EUROPE LIMITED IrelandEagle Creek, Inc. CaliforniaGREENSPORT MONTE BIANCO ItalyVF Management Services S.r.l. (FKA GS HOLDING SRL) ItalyIcebreaker Apparel LLC DelawareIcebreaker Australia Pty AustraliaIcebreaker Australia Retail Pty AustraliaIcebreaker Czech Republic Czech RepublicIcebreaker Europe Limited New ZealandIcebreaker France Sarl FranceIcebreaker Holdings Limited New ZealandIcebreaker Licensing LLC DelawareIcebreaker Limited New ZealandIcebreaker Merino Clothing Europe Ltd. New Zealand

Icebreaker Merino Clothing Inc.Canada

Icebreaker New Zealand Limited New ZealandIcebreaker Pure Merino GmbH GermanyIcebreaker Switzerland Sarl SwitzerlandImagewear Apparel Corp. DelawareIndustrial Laundry Services, LLC TexasIndustrias Coahuila de Zaragosa S de RL de CV MexicoINVERSIONES INMOBILIARIES AUSTRALES SA ArgentinaINVERSIONES VF CHILE DOS LTDA ChileINVERSIONES VF CHILE LTDA ChileIW Apparel LLC DelawareIW Holdings, LLC DelawareIW Panama Trading S. de R.L. (FKA VF Sourcing Latin America Sarl) PanamaJanSport Apparel Corp. Delaware

Entity Name JurisdictionKipling Apparel Corp. DelawareKipling Holdings LLC DelawareKodiak Group Holdings Co. CanadaLee Bell, Inc. DelawareLucy Apparel LLC DelawareNII Sales - Texas LLC TexasNorth East Rig-Out Limited ScotlandNorth Elm Properties LLC DelawareRED KAP DE MEXICO S DE RL DE CV MexicoRKI HONDURAS S de RL HondurasSERVICIOS Y PROMOCIONES TEXTILES LTDA ChileSouth Cone, Inc CaliforniaTBL INVESTMENTS HOLDING GMBH SwitzerlandTBL LICENSING LLC DelawareTHE NORTH FACE ITALY SRL ItalyThe North Face Apparel Corp DelawareTHE NORTH FACE SAGL SwitzerlandTHE RECREATIONAL FOOTWEAR CO. CaymanT.I. Venture Group, Inc DelawareTIMBERLAND ASIA LLC DelawareTIMBERLAND EUROPE BV NetherlandsTIMBERLAND HK TRADING LTD. Hong KongTIMBERLAND IDC LTD. UKTimberland International, LLC DelawareTIMBERLAND LUXEMBOURG HOLDING ASIA S.A.R.L. LuxembourgTIMBERLAND UK LTD. UKVANS MADEIRA LDA PortugalVANS SPAIN SL SpainVans, Inc DelawareVetements Merino Icebreaker CanadaVF (J) FRANCE SAS FranceVF (J) NEDERLAND BV NetherlandsVF (J) NETHERLANDS SERVICES BV NetherlandsVF APPAREL PORTUGAL, LDA PortugalVF APPAREL SHENZEN CO LTD ChinaVF ASIA LTD Hong KongVF ASIA PACIFIC JEANSWEAR LIMITED (fka LEE FAR EAST LTD.) Hong KongVF ASIA PACIFIC SOURCING HONG KONG BRANCH Hong KongVF ASIA PACIFIC SOURCING S.A.R.L. LuxembourgVF Asia Sourcing Ltd Hong KongVF AUSTRIA GMBH AustriaVF Belgium BVBA BelgiumVF BRANDS MALAYSIA SDN BHD (f/k/a TIMBERLAND LIFESTYLE BRAND MALAYSIA SDA. BHD.) MalaysiaVF BRANDS PTE. LTD. (f/k/a TIMBERLAND CO. (ASIA PAC) PTE. LTD.) SingaporeVF BRANDS TAIWAN LTD. (f/k/a Timberland Taiwan Ltd.) Taiwan

Entity Name JurisdictionVF CH HOLDINGS GMBH SwitzerlandVF CH IMAGEWEAR CANADA GMBH SwitzerlandVF CH MEXICO INVESTMENTS SAGL (FKA VF INTERNATIONAL HOLDINGS LLC) SwitzerlandVF CHINA LTD. ChinaVF CH-MEX Holdings LLC DelawareVF CIS LLC RussiaVF COMERCIALIZADORA LTDA ( F.K.A. VF CHILE SA) ChileVF CZECH SERVICES SRO Czech RepublicVF CZECH SRO Czech RepublicVF DE ARGENTINA SA ArgentinaVF Distribution Holdings GmbH SwitzerlandVF DO BRAZIL LTDA BrazilVF EGE GIYIM SANAYI VE TICARET LIMITED SIRKETI TurkeyVF ENTERPRISES S.A.R.L. LuxembourgVF EU Investments LLC DelawareVF EUROPE BVBA BelgiumVF GERMANY SERVICES GMBH GermanyVF GERMANY TEXTILE-HANDELS GMBH GermanyVF GLOBAL INVESTMENTS S.A.R.L. LuxembourgVF HELLAS EPE GreeceVF HOLDING SAGL SwitzerlandVF HOLDINGS MEXICO LLC DelawareVF HONG KONG LIMITED Hong KongVF HUNGARIA FORGAIMAZASI KFT HungaryVF IB Holdings LLC DelawareVF IMAGEWEAR CANADA CO. CanadaVF IMAGEWEAR CH HOLDINGS GMBH SwitzerlandVF IMAGEWEAR DE MEXICO S DE RL DE CV MexicoVF IMAGEWEAR MAJESTIC (UK) LTD UKVF Imagewear, Inc DelawareVF Intellectual Property Services, Inc DelawareVF INTERNATIONAL HOLDING GmbH SwitzerlandVF INTERNATIONAL SAGL SwitzerlandVF INVESTIMENTOS DO BRAZIL LTDA BrazilVF INVESTMENTS ITALY SARL LuxembourgVF INVESTMENTS NETHERLANDS BV NetherlandsVF INVESTMENTS SARL LuxembourgVF IP Holdings LLC Israel

VF ISRAEL (APPAREL) LTD IsraelVF ITALIA SRL ItalyVF ITALY Retail SRL ItalyVF ITALY SERVICES SRL ItalyVF JAPAN KK (f/k/a TIMBERLAND JAPAN INC) JapanVF JEANSWEAR ARGENTINA SRL ArgentinaVF JEANSWEAR ESPANA SL Spain

Entity Name JurisdictionVF KOREA South KoreaVF LSG Holdings, LLC DelawareVF LUXEMBOURG SARL LuxembourgVF NL HOLDINGS CV NetherlandsVF NL IMAGEWEAR B.V. NetherlandsVF NORTHERN EUROPE LIMITED UKVF NORTHERN EUROPE SERVICES LIMITED UKVF NORWAY AS NorwayVF OUTDOOR (CANADA) CO CanadaVF Outdoor LLC DelawareVF OUTDOOR MEXICO S DE RL DE CV (fka Vans Latinoamericana) MexicoVF OUTDOOR SERVICES S DE RL DE CV MexicoVF PANAMA SOURCING SERVICES S. DE R.L. PanamaVF PARTICIPACOES DO BRASIL LTDA BrazilVF PERU SA PeruVF PLAYWEAR DOMINICANA SA Dominican RepublicVF Playwear LLC DelawareVF POLSKA DISTRIBUTION SP ZO O PolandVF Receivables LP DelawareVF Receivables Services LLC DelawareVF SAGEBRUSH ENTERPRISES LLC DelawareVF SALES SAGL SwitzerlandVF SCANDINAVIA ApS DenmarkVF Services, LLC DelawareVF Servicios de Guatemala Srl GuatemalaVF SERVICIOS DE HONDURAS SA HondurasVF Servicios de Nicaragua Srl. NicaraguaVF SERVICIOS EL SALVADOR LTDA. DE CV El SalvadorVF SHANGHAI LIMITED ChinaVF SHANGHAI SOURCING LIMITED ChinaVF SLOVAKIA SRO SlovakiaVF SOURCING THAILAND LTD Thailand

VF SOURCING ASIA S.A.R.L Luxembourg

VF SOURCING INDIA PRIVATE LIMITED IndiaVF SWEDEN AB SwedenVF TAIWAN LIMITED TaiwanVF TRANSGLOBAL GMBH SwitzerlandVF Treasury Services LLC DelawareVFSLA Commercial Services, LLC DelawareVFSLA SERVICIOS, S. DE R.L. DE C.V. MexicoWalls Cayman Limited CaymanWalls Holding Company LLC DelawareWalls Industries LLC DelawareW-D APPAREL COMPANY LLC DelawareWD Europe SAS France

Entity Name JurisdictionW-D Licensing, LLC DelawareWD Supply Holding Limited (HK) Hong KongWilliamson Industries Ltd. BelizeWilliamson-Dickie APAC Holding Company Ltd. Hong KongWilliamson-Dickie Apparel Trading (Shanghai) Ltd. ChinaWilliamson-Dickie Canada Co. CanadaWilliamson-Dickie Europe GmbH GermanyWilliamson-Dickie Europe Holdings Ltd. UKWilliamson-Dickie Europe Ltd. UKWilliamson-Dickie HK Holding Company, Ltd. Hong KongWilliamson-Dickie Holding Co-Mexico S de RL de CV MexicoWilliamson-Dickie Management (Shanghai) Co, Ltd. ChinaWilliamson-Dickie Middle East FZE UAEWorkrite Uniform Canada ULC CanadaWorld Jeans VF Asia Ltd EgyptWorldwide Workwear Ltd. UK

VF Corporation is the ultimate sole beneficial owner of all of the subsidiaries listed above.

Exhibit 23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the below listed Registration Statements of V. F. Corporation of our report dated May 27, 2020 relating to thefinancial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

(1)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-32789), which constitutes Post-Effective AmendmentNo. 9 to Registration Statement on Form S-8 (No. 2-85579), Post-Effective Amendment No. 5 to Registration Statement on Form S-8(No. 33-26566), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 33-55014) and Post-Effective AmendmentNo. 2 to Registration Statement on Form S-8 (No. 33-60569);

(2) Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 033-41241);(3) Registration Statement on Form S-8 (No. 333-72267);(4) Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-84193);(5) Registration Statement on Form S-8 (No. 333-94205);(6)

Registration Statement on Form S-8 (No. 333-67502);(7) Registration Statement on Form S-8 (No. 333-118547);(8) Registration Statement on Form S-8 (No. 333-143077);(9) Registration Statement on Form S-8 (No. 333-166570);(10)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-188437), which constitutes Post-Effective AmendmentNo. 1 to Registration Statement on Form S-8 (No. 333-59727), Post-Effective Amendment No. 1 to Registration Statement on Form S-8(No. 333-138458), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 333-33621), Post-Effective AmendmentNo. 2 to Registration Statement on Form S-8 (No. 333-49023), and Post-Effective Amendment No. 2 to Registration Statement on Form S-8(No. 2-99945);

(11) Registration Statement on Form S-8 (No. 333-188438);(12) Registration Statement on Form S-8 (No. 333-204098);(13) Registration Statement on Form S-3ASR (No. 333-223299).

/s/ PricewaterhouseCoopers LLPGreensboro, North CarolinaMay 27, 2020

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that V.F. Corporation and the undersigned directors and officers of V.F. Corporation do hereby constitute and appointLaura C. Meagher, Scott A. Roe, and Steven E. Rendle, and each of them, true and lawful attorneys-in-fact of the undersigned to execute on their behalf the Annual Reportof V.F. Corporation on Form 10-K (including any amendments thereof) for the fiscal year of V.F. Corporation ended March 28, 2020, to be filed with the Securities andExchange Commission.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Power of Attorney this 12th day of May, 2020.

V.F. CORPORATIONATTEST: /s/ Laura C. Meagher By: /s/ Steven E. Rendle

Laura C. Meagher Steven E. Rendle Secretary Chairman of the Board

Principal Executive Officer: Principal Financial Officer:

/s/ Steven E. Rendle /s/ Scott A. Roe

Steven E. Rendle Scott A. Roe

President andChief Executive Officer

Executive Vice President andChief Financial Officer

/s/ Richard T. Carucci /s/ W. Rodney McMullen

Richard T. Carucci, Director W. Rodney McMullen, Director

/s/ Juliana L. Chugg /s/ Clarence Otis, Jr.

Juliana L. Chugg, Director Clarence Otis, Jr., Director

/s/ Benno O. Dorer /s/ Steven E. Rendle

Benno O. Dorer, Director Steven E. Rendle, Director

/s/ Mark S. Hoplamazian /s/ Carol L. Roberts

Mark S. Hoplamazian, Director Carol L. Roberts, Director

/s/ Laura W. Lang /s/ Matthew J. Shattock

Laura W. Lang, Director Matthew J. Shattock, Director

/s/ W. Alan McCollough /s/ Veronica Wu

W. Alan McCollough, Director Veronica Wu, Director

Exhibit 31.1CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. SECTION 10A, AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven E. Rendle, certify that:

1. I have reviewed this annual report on Form 10-K of V.F. Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that

material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely

affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

May 27, 2020 /s/ Steven E. Rendle

Steven E. Rendle

Chairman, President and Chief Executive Officer(Principal Executive Officer)

Exhibit 31.2CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 15 U.S.C. SECTION 10A, AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott A. Roe, certify that:

1. I have reviewed this annual report on Form 10-K of V.F. Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

May 27, 2020 /s/ Scott A. Roe

Scott A. Roe

Executive Vice President and Chief Financial Officer(Principal Financial Officer)

Exhibit 32.1CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of V.F. Corporation (the “Company”) on Form 10-K for the period ending March 28, 2020 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Steven E. Rendle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.

May 27, 2020 /s/ Steven E. Rendle

Steven E. Rendle Chairman, President and Chief Executive Officer

Exhibit 32.2CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of V.F. Corporation (the “Company”) on Form 10-K for the period ending March 28, 2020 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Scott A. Roe, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.

May 27, 2020 /s/ Scott A. Roe

Scott A. Roe Executive Vice President and Chief Financial Officer

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